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HomeMy WebLinkAboutStaff Report 4.C 06/20/2011DATE: June 20, 2011 TO: Honorable Mayor and Members of the City Council through City Manager FROM: Larry Anderson, Fire Chief r G SUBJECT: Resolution to Authorize the City of Petaluma to Become a Member of the Redwood Empire Dispatch Communications Authority ( REDCOM) and Authorizing the City Manager to Execute a Joint Powers Agreement with REDCOM to Provide Emergency Dispatch Services for the Petaluma Fire Department RECOMMENDATION It is recommended that the City Council adopt the attached Resolution to Authorize the City of Petaluma to Become a Member of the Redwood Empire Dispatch Communications Authority ( REDCOM) and Authorizing the City Manager to Execute a Joint Powers Agreement with REDCOM to Provide Emergency Dispatch Services for the Petaluma Fire Department. BACKGROUND Until the mid- 1970's, the Petaluma Fire Department provided its own dispatch services for all emergency responses. Dispatch services were then consolidated with and transferred into the Petaluma Police Department where it exists today. That consolidation was completed in order to reduce costs and to take advantage of technology advances that were implemented at the time. For the past 36 years, the services provided by the Police Department have been excellent. REDCOM was formed as a Joint Powers Authority (JPA) in 2002, and it became operational in 2003. The JPA was formed to consolidate dispatch services for fire and EMS agencies in Sonoma County. REDCOM operates from the Sonoma County Sheriff's Department headquarters building in Santa Rosa. Currently, REDCOM provides emergency dispatch services to 49 JPA Sonoma County Member Agencies with only the City of Petaluma, the City of Rohnert Park, and the Cloverdale fire departments not in the system. The REDCOM JPA provides a mechanism to deliver emergency dispatch services to all member agencies at less cost than could be achieved individually. Over the last three Fiscal Budget Periods, REDCOM JPA costs have steadily decreased. Agenda Review: no City Attorney Finance Director City Manager DISCUSSION Joining the JPA would assist the Council in meeting its "Financial Stability - Improve and Enhance Fiscal Stability and Sustainability" goal. This will be accomplished by reducing current and future dispatch operating costs through the consolidation of dispatch services. As a member of REDCOM, the cost to dispatch the Petaluma Fire Department will decrease by approximately 10 percent during the next fiscal budget period (2011/12). With Council approval, the JPA would begin providing Petaluma Fire Department dispatch services on July 1, 2011. The City will continue to be a member of the REDCOM JPA unless and until the City's participation is terminated by the City Council as provided for in the Agreement. REDCOM - provided services include dispatching Petaluma Fire Department resources to any type of emergency incident that the fire department responds to including fires, hazardous material emergency events, disaster emergencies, rescue and medical emergencies, and medical emergencies requiring ambulance transport. The City of Petaluma provides Advanced Life Support Emergency Medical Services (EMS) through its Fire Department and operates within the City limits and a contiguous 160 square mile County service area. Under existing court interpretations of the 1980 Emergency Medical Services Act (the "ACT "), by becoming a member of the REDCOM JPA, the City will not waive any of its existing rights under Petaluma Municipal Code Chapter 8.30, and /or the Act, including Health & Safety Code sections 1797.201 and /or 1797.224. These rights include continuing to provide City EMS services and to be protected by an exclusive operating area contract pursuant to the Act until such time that the City may request one from the local EMS Agency for Sonoma County. Language confirming the City's non - waiver of its statutory rights will be included in the transmittal letter for the REDCOM agreement, and attached resolution authorizing the City's membership in the JPA. The transition of dispatch services is projected to be seamless and without difficulty because the Petaluma Fire Department is already conversant with the REDCOM operations. The Department operates daily within this dispatch provider system for all mutual aid assistance that it provides to other cities, fire districts, and for all emergency ambulance responses into the County service area. FINANCIAL, IMPACTS The cost for REDCOM JPA Dispatch Services in FY 2011/12 will be - $207,856. JPA Member costs (assessments) are due in four installments as follows: July 15, 2011 — 35% of Total Assessment - $72,750 October 15, 2011 - 25% of Total Assessment - $51,964 January 15, 2012 - 25% of Total Assessment - $51,964 April 15, 2012 - 15% of Total Assessment - $31,178 Funding to pay the JPA for dispatch services will come from the Petaluma Police budget where appropriations for dispatching services are located, by eliminating two (funded /vacant) dispatcher positions. The total cost of these two positions is $223, 300 annually. This includes wages, benefits, and special pays, and also includes cost savings and cost avoidance associated with what has been the repetitive cost of recruiting, background screening, training and certification of new employees. This latter set of costs is estimated to be as high as $30,000 per position, per year, depending on the amount of employee turnover occurring on an annual basis. It is difficult to predict the actual savings associated with this cost avoidance, but what is known is that the cost to conduct recruitment processes and to provide probationary level supervision and training is eliminated on two positions through this consolidation. What is also known is that moving dispatch services for fire- related calls to REDCOM will facilitate the consolidation of Police dispatch services with a regional entity similar to REDCOM, and that such consolidation would most likely create additional, and what is currently anticipated to be significant, savings for the General fund. Salary and benefit cost for two existing vacancies is $78,800 and $84,500. Using the average wage, overhead and recruitment/training cost factors for two dispatcher positions, the total savings expected to be achieved through this consolidation is as follows: Average Sa/Ben Cost 2 Existing Vacancies $163,300 Training Certification, Recruitment, Etc. $60,000 Total City Cost $265,758 REDCOM Cost - $207,856 Projected Savings $ 22,400- 10 % less In addition, it is estimated that the recommended action will result in approximately $40,000 in value (no direct cost savings) associated with the avoided costs of supervision, equipment, maintenance, and overhead costs that is currently provided to fire dispatch services if those services are removed from the overall dispatch program. REDCOM's annual operating costs have decreased (or were flat) over the last three budget periods. JPA costs declined ( -) 4.1% in FY 2008/09, declined ( -) 0.6% in 2009/10, and 0.0% for the current budget period (2010/11). If this three year trend continues, Petaluma's costs are projected to decrease further in FY 2012/13. It is a goal of the JPA that all fire and EMS agencies in Sonoma County participate in the consolidated dispatch. As fire and EMS agencies join the REDCOM JPA, costs are projected to decrease for all participants. With the addition of the City of Petaluma to the JPA, for example, the cost to the other existing 49 agencies will decrease (on average) by 14% over the current operating period. The REDCOM JPA has agreed to absorb all costs related to upgrading Petaluma radio, telephone, and station tone alerting systems in order to make it compatible with the REDCOM system. In addition to this, REDCOM will provide all CAD system updates and operational training to ensure a smooth transition into the County system. 3 1. Resolution 2. Joint Powers Agreement — REDCOM JPA 2007 Amended Agreement 3. EXHIBIT A — REDCOM Profile V- ATTACHMENT I RESOLUTION TO AUTHORIZE THE CITY OF PETALUMA TO BECOME A MEMBER OF THE REDWOOD EMPIRE DISPATCH COMMUNICATIONS AUTHORITY ( REDCOM) AND AUTHORIZING THE CITY MANAGER TO EXECUTE A JOINT POWERS AGREEMENT WITH REDCOM TO PROVIDE EMERGENCY DISPATCH SERVICES FOR THE PETALUMA FIRE DEPARTMENT WHEREAS, in the mid- 1970's, the Petaluma Fire Department and the Petaluma Police Department consolidated dispatch services in order to reduce costs and take advantage of technology advances that were implemented at the time; and WHEREAS, the Redwood Empire Dispatch Communications Authority ( REDCOM) was formed as a Joint Powers Authority (JPA) in 2002, and became operational in 2003. The JPA was formed to consolidate dispatch services for fire and EMS agencies in Sonoma County; and WHEREAS, REDCOM currently provides emergency dispatch services to 49 JPA Sonoma County member agencies; and WHEREAS, the City of Petaluma provides Advanced Life Support Emergency Medical Services (EMS) through its Fire Department within the City limits and a contiguous 160 square mile County service area; and WHEREAS, the REDCOM JPA provides a mechanism to deliver emergency dispatch services to all member agencies at less cost than could be achieved individually; and WHEREAS, becoming a member of the REDCOM JPA will assist the Council in meeting its goal to "Improve and Enhance Fiscal Stability and Sustainability" by reducing the current and future dispatch operating costs through the consolidation of dispatch services; and WHEREAS, upon Council approval, the REDCOM JPA would begin providing Petaluma Fire Department dispatch services on July 1, 2011, and the City will continue to be a member of the REDCOM JPA unless and until the City's participation is terminated by the City Council as provided for in the Agreement. W NOW, THEREFORE, BE IT RESOLVED that the City Council authorizes the City of Petaluma to become a member of REDCOM, a joint powers entity, and authorizes the City Manager to execute the JPA attached as Exhibit A and incorporated herein, by which REDCOM will provide emergency dispatch services for the Petaluma Fire Department beginning on July 1, 2011. BE IT FURTHER RESOLVED that by becoming a member of the REDCOM JPA and executing the JPA, the City does not intend to waive nor does the City waive any of its existing rights under Petaluma Municipal Code Chapter 8.30, and /or the provision of the 1980 Emergency Medical Services Act ( "the Act "), including but not limited to California Health & Safety Code sections 1797.201 and /or 1797.224, to continue to provide City EMS services within the City's historic service area and/or to be protected by an exclusive operating area contract pursuant to the Act. ATTACHMENT 2 FIRST AMENDED JOINT POWERS AGREEMENT ESTABLISHING A COORDINATED PUBLIC SAFETY DISPATCH SYSTEM FOR FIRE AND EMERGENCY MEDICAL SERVICES IN SONOMA COUNTY This First Amended Joint Powers Agreement Establishing a Coordinated Public Safety Dispatch System for Fire and Emergency Medical Services in Sonoma County (hereinafter, the "Agreement ") is entered into by and between the undersigned members as of June 30, 2007, pursuant to the provisions of Title I, Division 7, Chapter 5, Article I (Sections 6500, et seq.) of the California Government Code (hereinafter the "Act ") relating to joint exercise of powers by public agencies. RECITALS A. Certain fire protection districts, ambulance service districts, cities and the County of Sonoma entered into the initial Joint Powers Agreement Establishing a Coordinated Public Safety Dispatch System for Fire and Emergency Medical Services in Sonoma County, effective on June 30, 2002, pursuant to the Act (hereinafter, the "First JPA Agreement "). The resulting joint powers authority entity (hereinafter, "JPA ") was named the Redwood Empire Dispatch Communications Authority, or "REDCOM ". B. The undersigned members believe that the First JPA Agreement has enabled REDCOM to successfully pursue its mission of consolidating the fire and emergency medical dispatch services among the parties thereto, to provide a more effective and efficient coordination of dispatch services for the benefit of the public. C. By its own terms, the First JPA Agreement terminates on June 30, 2007, unless otherwise extended by the parties. D. The undersigned members (also called the "Parties" herein) desire to extend the term of the First JPA Agreement to enable REDCOM to continue to function as a JPA entity and pursue its mission, as well as make additional modifications to the terms and conditions of that agreement. NOW, THEREFORE, THE PARTIES HEREBY AGREE TO THE TERMS AND CONDITIONS SET FORTH BELOW. 7 AGREEMENT The Parties agree that the terms and conditions of the First JPA Agreement are hereby amended, modified and replaced in their entirety, as set forth below (for ease of reference, all terms and conditions are set forth below regardless of whether or not they are amended or modified). This Agreement is effective beginning June 30, 2007. 1. Recitals. The Recitals set forth above are true and correct. 2. General Purpose of Agreement. The purpose of this Agreement is to establish a joint powers agency that efficiently and effectively provides a consolidated public safety communications Facility and staff for the coordinated public safety dispatch of fire and emergency medical services. The Parties intend that additional public agencies that provide fire protection and /or ambulance services in Sonoma County, not presently executing this Agreement, may join the joint powers agency in the future subject to the applicable terms and conditions stated in this Agreement. The coordinated public safety communications facility may also provide fire and emergency services dispatch services on a contractual basis to other governmental and private entities. The Parties also intend to utilize flexible, cost effective, and efficient methods of providing the coordinated public safety dispatch of fire and emergency medical services, including a back -up communications system. The methods used in future years to provide these services may differ from those initially established under this Agreement. Any such changes shall be determined by the Board of Directors of the Authority. 3. Joint Powers Authority Created Pursuant to Section 6506 of the Act, the Parties create a public entity, separate and apart from the Parties to this Agreement, to be known as the Redwood Empire Dispatch Communications Authority (hereinafter referred to as the "Authority "). The debts, liabilities and obligations of the Authority shall not constitute debts, liabilities and /or obligations of any of the Parties. 4. Authority Services. The Authority shall provide the following services: a. the coordinated public safety dispatch of fire and emergency medical services to the Parties who are members of the Authority, and to those public and private agencies who contract with the Authority for those services. Dispatch of emergency medical services shall meet certain minimum medical standards as per agreement with the County. b. dispatch and management information services to participating Parties. C. process and document emergency calls for service. d. monitor the status of field unit activity. e. process and document non - emergency calls for service associated with field resources. f. process and document field initiated activity. g. obtain and maintain adequate facility, ground based and mobile radio systems, CAD systems, and other required equipment. h. arrange for needed staff to carry out the services provided, and a comprehensive training program. i. such other services as may be added in the future by agreement among the Parties. 5. Powers and Duties. a. Authority. The Authority shall have the powers common to the Parties as set forth in Recitals of this Agreement, to wit: the power to acquire sites and construct, equip, staff, maintain, operate, and lease public buildings and related facilities for the purpose of providing for public safety communications in Sonoma County. The Authority is authorized in its own name to perform all acts necessary for the exercise of common powers, including, but not limited to, any or all of the following: i) to make and enter into contracts; ii) to employ agents and employees and to obtain legal, financial, accounting, technical, and other services as needed to carry out its mission; iii) to acquire, construct, manage, maintain and operate any buildings, works, or improvements; iv) to acquire, hold, lease, or dispose of property; V) to incur debts, liabilities or obligations, but no debt, liability or obligation of the Authority shall be a debt, liability or obligation of any of the Parties, except as otherwise provided herein; vi) to receive gifts, contributions and donation of property and funds, services and other forms of financial assistance, from persons, firms and corporations and any governmental entity; vii) to rent or lease communications services to non - public agencies; viii) to sue and be sued in its own name. 1 Such powers shall be exercised in the manner provided in the Act subject only to such restrictions as set forth in this Agreement and as imposed upon the Parties in the exercise of similar powers. Pursuant to Section 6504 to the Act, the Authority is empowered and by this Agreement required to assess the Parties to finance the entire operation of the Authority in the manner set forth in this Agreement. b. Board of Directors. The Board of Directors, as the governing and administrative body of the Authority, shall formulate and set policy, and shall exercise the powers set forth in this Agreement to accomplish its purpose. The Board is responsible for development of a consolidated fire and emergency medical services communications center and program, for the leasing or purchase of a Facility and /or acquisition of equipment, personnel staffing and full time maintenance and operations of a Facility. 6. Governance a. Board of Directors. The Authority shall be governed by a Board of Directors having seven (7) members, Unless otherwise specified herein, each Director shall be an elected or appointed official of separate member agencies. The seven (7) members shall be as follows: i) Three (3) of the seven (7) Directors shall be from separate member agencies that "provide fire protection services. One (1) of these three (3) Directors shall be from the member agency with -the highest call volume. "Call Volume" means the annual total number of emergency requests for service within the member agency's jurisdiction. The other two (2) Directors shall be selected from separate member agencies by a majority vote of all member agencies, or their designees, providing fire protection services. At no time shall there be fewer than one (1) Director nor more than two (2) of these three (3) Directors from member agencies that are citieswho provide fire protection services. ii) One Director shall be from a selected member agency which provides ambulance services but does not provide fire protection services. Said, Director shall be selected by a majority vote of member agencies, or their designees, which provide ambulance services but not fire protection services. iii) One Director shall be the person holding the position of Regional Administrator (or in the case of a temporary vacancy of that office, Acting Administrator) of the Sonoma County Emergency Medical Services Agency. iv) One Director shall be the Sonoma County Public Health Officer or his/her medically qualified designee. 16 v) The seventh Director- shall be elected by a majority vote of the other six (6) Directors. Said vote shall occur no later than eleven (11) months prior to the expiration of the seventh Director's term or the' sitting seventh Director shall be deemed to have been reappointed. b. Continuing Terms erms As of the Effective Date of this Agreement, all individual members on the Board of Directors shall continue to serve their terms of office uninterrupted. C. Normal Term of Office of Directors. Each Director shall serve a four (4) year term of office. All Directors, except the persons holding the position of Director of the Sonoma County EMS Agency, the Sonoma County Public Health Officer, and the seventh Director as described in paragraph 6(a)(5), shall serve at the will and pleasure of their respective agencies and may be replaced at any time and without cause by the member agency that initially appointed the Director. Any replacement Director shall serve out the balance of the term of the member being replaced. d. Alternates Any Board Director may, from time to time, appoint an alternate to serve in the Director's place at any meeting. Any such alternate shall be a government employee or official from the same Member Agency as the Board Member. 7. Meetings of the Board. of Directors a. Conducting Meetings. The Board shall hold regular meetings at least quarterly and shall adopt bylaws for conducting their meetings and other business. All meetings of the Boards, including without limitation regular,. adjourned regular and special meetings, shall be called, noticed and conducted in accordance with the provisions of the Ralph M. Brown Act (commencing with Section 54950 of the California Government Code). b. Quorum and Decision Making Methods. A majority of voting members of the board shall constitute 'a quorum. Decisions shall be made by a minimum of four (4) votes of voting members present except where otherwise required by law or established by board bylaws or other provisions of this Agreement. C. Board Officers. The Board shall have a Chair to preside at and conduct all meetings and a Vice Chair who shall succeed the Chair and preside in absence of the Chair. The offices of Chair and Vice Chair shall rotate through each of the seats on the Board annually in a manner to be determined by the bylaws. No member shall retain the same office two (2) years in succession as a result of appointment to a separate seat. d. Voting. Each Director, or his alternate, shall be entitled to one vote. Any decision of the Board of Directors shall require four (4) votes to be effective except when this Agreement specifically provides that a supermajority or unanimous vote is required. A supermajority shall be defined as five (5) votes. 8. Limitation on Powers. The Board of Directors of the Authority shall have all powers available under the Act to perform the services set forth in this Agreement, except that the issuance of new Authority debt (or increases in debt service payments required from member Parties) in an amount in excess of 20% of the Authority's operating budget for the prior fiscal year must first be approved by a supennajority (2/3) vote of the membership. 9. Appointed Officers Pursuant to Government Code Section 6505.6, the Board of Directors shall appoint an Auditor and a Treasurer for the Authority to perform the duties required by law as well as provide other services as may be desired by the Authority. Should the County Auditor and County Treasurer be willing to serve, they may serve the Authority as Auditor and Treasurer, or the Authority may select another eligible Auditor and Treasurer to perform such duties. Such officers shall receive no compensation for holding the appointed office but shall be compensated for the cost of providing services as per written agreement with the Authority. 10. Frequencies. Each Party retains the ownership of its radio frequencies, but shall make the use of each such frequency available to Authority and each Party for the purpose of carrying out the provisions of this Agreement. 11. Fiscal Year and Annual Budget/Financing a. Fiscal Year The Authority's fiscal year shall be the twelve (12) month period commencing each July 1, except if the effective date of this Agreement is other than July 1, the first fiscal year shall be the short year commencing the effective date and ending the following June 30. b. Annual Budget The Authority shall operate only under an approved fiscal year budget. The Authority may not operate at a deficit. The Parties shall pay for the entire operation of the Authority, with the annual expenditure budget determining the total amount of assessment required. Once adopted annually for each fiscal year, the total annual expenditure budget may only be increased by supermajority vote of the Board of Directors. The .Authority will adopt a preliminary annual budget no later than March 15 for the following fiscal year and will adopt a final budget in accordance with applicable state law. C. Budget Elements The Board of Directors, in adopting an annual budget, thereby fixes the assessment against the Parties which is binding thereon. The budget policy shall include, but is not limited to, the following components: i) Operation and Maintenance Expenses. The costs of operating and maintaining a facility and the communications /computer equipment housed therein shall include, but is not limited to, personnel salaries and benefits, office and computer supplies and other consumables, payments to lease a facility, and replacement parts necessary to repair facility equipment due to normal wear and tear from ordinary usage. lZ ii) Capital Expenditures Capital expenditures shall include the costs of original purchase of communications and computer equipment, hardware, software and other fixed asset type 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 Parties in conformance with the cost formula established by this Agreement, except capital expenditures which are incurred for and are unique to a minority of the Parties, in which case such minority share the expense equally. d. Assessments. Upon adoption of the fiscal year budget by the Board of Directors, and the forwarding thereof to the governing bodies of the Parties by the Board Secretary, unless otherwise specified by the order of the Board of Directors, the assessments fixed therein are automatically due and payable without further notice as follows: July 15: 35% of total assessment October 15: 25% of total assessment January 15: 25% of total assessment April 15: 15% of total assessment The Board of Directors may set a different payment schedule to provide for adequate cash flow for operations and maintenance expenses and/or capital purchases, as needed. A five (5)% late charge shall be imposed upon assessment payments not received' by the Authority within thirty (30) calendar days following the scheduled dates for payment. An additional five (5)% shall be imposed if payment is not made within an additional thirty (30) calendar days. If an assessment, including late charges, is not paid in full within seventy five (75) calendar days, following any scheduled due date, the .Party shall be in default and subject to immediate and automatic termination in accordance with this Agreement.. e. Annual Notification. The Authority shall notify. each participating agency and contracting private provider of its share of the Authority's annual cost for the following fiscal year no later than April 1. i3 12. Funding and Cost Allocation. The Authority's annual budget shall include a reasonable provision for contingencies as well as financing for the maintenance, upgrade, or ultimate replacement of key fixed assets and structures. The Authority shall endeavor to provide its services in the most cost effective manner available without compromising quality standards. The Authority shall endeavor to allocate all costs fairly and equitably to all participating agencies and approved providers. The Authority shall consider all available funding options to finance its costs. These shall include but are not limited to: charges to member Parties for baseline services, charges to member Parties for enhanced or additional services, charges for contract services provided to other agencies, taxes, bonds, and federal or state or private grants. Costs charged by the Authority to member agencies and approved providers shall be allocated based on a five -year rolling average of call volumes. The Board shall establish the methodology for determining the volume of calls. The percentage allocations may also be revised at any time by the Board of Directors to accommodate the addition, if any, of new providers or the annexations or consolidations between members as per the provisions of this Agreement. The Board of Directors shall also establish the charges to member Parties, approved providers, and others to cover the costs for any enhanced, additional or contract services. 13. Dispatch Operations Advisory Body There shall be an advisory body to review and recommend operational policies and procedures that guide the day -to -day operations of the dispatch center. The advisory body will also serve to provide technical advice and function as a link between field operations resources and the dispatch center. The members of the advisory body shall be appointed by the Board of Directors as set forth in the By Laws. 14. Appeals to the Board of Directors Any member agency shall have the right to appeal any implemented or recommended policy or procedure to the Authority's Board of Directors for final determination should, in the opinion of the member agency, such policy or procedure pose a significant impact on. the member agency. In such cases, the Authority's Board of Directors shall need a supermajority vote, to approve the policy or recommendation. 15. Term of Agreement and Termination Provisions. This Agreement shall be deemed to go into effect on June 30, 2007 (the "Effective Date "), and shall continue in full force and effect until rescinded or terminated, as set forth below. a. 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 year and 120 days before the start of the 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 the costs for which it is responsible for paying up to the date of termination. In addition, a terminating member shall also be required to pay its proportionate share of remaining unpaid costs /debts related to any and all tangible and intangible property (including but not limited to, costs of equipment, leases, facilities, improvements, etc.')', as well as the actual costs associated with its membership termination (including but not limited to, staff time required to change existing systems). Any payments due under this section shall be paid within ninety (90) days after the effective date of termination. ii) Termination of this Agreement by any Party shall not be construed as a completion of the purpose of this Agreement, and shall not require the repayment or return to the remaining Parties of all or any part of any contributions, payments, or advances made by the parties until this Agreement is rescinded or terminated as to all Parties. Further, the Board of Directors of the Authority has the discretion and authority to determine how to address any claims of ownership and /or possession of any property by a terminating party (except as to radio frequencies). b. Rescission of Agreement by All Parties. At any time, this Agreement may be rescinded and terminated, and the Authority may be dissolved, by a unanimous vote of all Parties. In such an event, the remaining assets and liabilities shall be apportioned among all Parties according to the relative assessments paid by those Parties, exclusive of late charges, from June 30, 2002, up to the point of termination. 16. Consolidations, Divisions and Annexations of Parties. Consolidations of Parties with other Parties or with non - member agencies, divisions of Parties into two or more entities, and annexations of portions of Parties shall have no adverse effect on the cost assessments of uninvolved Parties. In the event that involved Parties cannot come to agreement with regards to adjustments to cost assessments between themselves, the Board of Directors shall resolve the matter after considering and hearing from the affected Parties. 17. Membership. The Authority shall be open to membership by all cities, independent districts, and other public agencies which have a primary service jurisdiction for fire protection and/or ambulance services in Sonoma County. a. Admission of New Members The Board of Directors has the authority to admit new members to the Authority, after notice to existing members and an opportunity for them to be heard at a public meeting. The Board may set the terms and conditions for admitting new members (either individually or generally) that it deems appropriate. b. Cost of Admitting New Members The Board of Directors shall determine the cost of admitting any new members to the Authority, including any buy -in costs or on -going assessments and charges. the new members will be required to pay the Authority. It shall have the discretion to charge new members less than the actual cost of admission as an initial incentive; however, ultimately the Board is responsible for assessing costs to new members based on the actual costs incurred and in the manner assessed to other member agencies. C. New Member Obligations Each agency accepted as a new member shall be required to pay all required costs as determined by the Board of Directors, as well as sign a copy of this Agreement or an acknowledgement that it is bound to all the terms and conditions herein (at the discretion of the Authority). d. Removal of Member. The Board of Directors may remove any member from the Authority for good cause, including but not limited to, failure to pay required costs or compromising the function or integrity of the dispatch system. Such removal can be effectuated only upon a 2/3 vote of the Board of Directors after providing the affected member (and all other members) with at least 30 days written notice of the intended removal and an opportunity to be heard. A member removed from the Authority pursuant to the provisions of this section will be deemed to have terminated its membership, and shall be required to comply with the payment provisions of Section 15(a)(1), as well as all other applicable requirements. 18. Amendments to Agreement. Except for the admission of a new member, this Agreement may be amended or modified only by a unanimous vote of the Member Agencies which are Parties of this Agreement. Any amendments to this Agreement shall be in writing and signed by all members. 19. Severability. Should any part, term, portion or provision of this Agreement, or the application thereof to any person or circumstances, be in conflict with any State or Federal law, or otherwise be rendered unenforceable or ineffectual, the validity of the remaining parts, terms, portions, or provisions, or the application thereof to other persons or circumstances, shall be deemed severable and shall not be affected thereby, provided such remaining portions or provisions can be construed in substance to continue to constitute the Agreement that the Parties intended to enter into in the first instance. 20. Insurance. The Authority shall be required to obtain insurance, or join a self - insurance program(s) in which one or more of the Parties participate, appropriate for its operations. Any and all insurance coverages provided by the Authority, and /or any self - insurance programs joined by the Authority, shall name each and every Party 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. Minimum levels of the .insurance or -self - insurance program shall be set by the Authority in its ordinary course of business. The Authority shall also require all of its contractors and subcontractors to have insurance appropriate for their operations. 21. Indemnity The Authority shall indemnify, defend and hold harmless the Parties their officers, agents, .servants, employees and volunteers from any and all claims, losses, costs or liability. resulting to any person, firm or corporation or any other public or private entity for damages of any kind, including, but not limited to, injury, harm, sickness or death to persons and/or property from any cause whatsoever arising from or in any way connected with the performance of all operations and exercise of its powers except from any such claim arising solely out of acts or omissions attributable to the member Party or its officers, employees, volunteers or agents. Parties shall indemnify the Authority in the same manner above for - all non - dispatch incidents and non - dispatch related emergency operations or response. 22. Successors This Agreement shall be binding upon and shall inure to the benefit of the successors of the Parties hereto. 23. Notice of Creation A notice of the creation of the Authority by this Agreement shall be filed by the Authority with the Secretary of State, pursuant to Section 6503.5 of the Act. 24. Other Notices Notices other than the Notice of Creation required or permitted to be given under this Agreement shall be in writing. Delivery of such notices 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, addressed to the Authority as follows: REDCOM Dispatch Center Manager 2796 Ventura Avenue Santa Rosa, CA 95403 Notices to the Parties shall be provided in the same manner as above, addressed as set forth in the signature page hereto. The Authority may change its address above for notices by giving written notice as described above to all Parties. Any Party may change its address for notices by giving written notice as described above to the Authority. IN WITNESS WHEREOF,. the Parties hereto have caused this Agreement to be executed and attested by their proper officers thereunto duly authorized, as of the day and year first above written. [Name Title Agency Address] Date: Approved as to form, [Designation of Counsel] /7