HomeMy WebLinkAboutRESOLUTION 2025-144 N.C.S. 10/06/2025Resolution No. 2025-144 N.C.S Page 1 of 2
Resolution No. 2025-144 N.C.S.
of the City of Petaluma, California
RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A SECOND AMENDED
JOINT POWERS AGREEMENT WITH THE REDWOOD EMPIRE DISPATCH
COMMUNICATIONS AUTHORITY (REDCOM) TO PROVIDE EMERGENCY DISPATCH
SERVICES FOR THE PETALUMA FIRE DEPARTMENT
WHEREAS, the Petaluma Fire Department provides fire, rescue, and Emergency Medical Services
(EMS) within the Petaluma city limits and surrounding area; and
WHEREAS, the Redwood Empire Dispatch Communications Authority (REDCOM) was formed as a
Joint Powers Authority (JPA) in 2002 to consolidate dispatch services for fire and EMS in Sonoma County; and
WHEREAS, the City of Petaluma became a REDCOM member agency in 2011, executing the First
Amended Joint Powers Agreement; and
WHEREAS, REDCOM has proposed a Second Amended Joint Powers Agreement, which requires
approval from all member agencies to take effect; and
WHEREAS, City staff have reviewed the proposed amended agreement and support its execution; and
WHEREAS, executing an amended agreement is exempt from the requirements of the California
Environmental Quality Act (CEQA) in accordance with CEQA Guidelines Section 15378, in that approving an
amended agreement does not meet CEQA's definition of a “project,” because the action does not have the potential
for resulting in either a direct physical change in the environment or a reasonably foreseeable indirect physical
change in the environment, and because the action constitutes organizational or administrative activities of
governments that will not result in direct or indirect physical changes in the environment.
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Petaluma as follows:
1.The above recitals are hereby declared to be true and correct and incorporated into this resolution as
findings of the City Council.
2.Finds that execution of a Joint Powers Agreement is exempt from the requirements of the California
Environmental Quality Act (CEQA) in accordance with CEQA Guidelines Section 15378, in that
executing an agreement does not meet CEQA's definition of a “project,” because such administrative
action does not have the potential for resulting either a direct physical change in the environment or a
reasonably foreseeable indirect physical change in the environment.
3.Authorizes the City Manager to execute a Second Amended Joint Powers Agreement with REDCOM, as
shown in Exhibit A, attached hereto.
Docusign Envelope ID: F5C4DDF5-F40B-4D34-A32F-859C58521006
Resolution No. 2025-144 N.C.S Page 2 of 2
Under the power and authority conferred upon this Council by the Charter of said City.
REFERENCE: I hereby certify the foregoing Resolution was introduced and adopted by the
Council of the City of Petaluma at a Regular meeting on the 6th day of October
2025, by the following vote:
Approved as to
form:
__________________________
City Attorney
AYES: McDonnell, Barnacle, Cader Thompson, DeCarli, Nau, Quint, Shribbs
NOES: None
ABSENT: None
ABSTAIN: None
ATTEST: ______________________________________________
City Clerk
______________________________________________
Mayor
Docusign Envelope ID: F5C4DDF5-F40B-4D34-A32F-859C58521006
1
SECOND AMENDED JOINT POWERS AGREEMENT ESTABLISHING A
COORDINATED PUBLIC SAFETY DISPATCH SYSTEM FOR
FIRE AND EMERGENCY MEDICAL SERVICES
BASED IN SONOMA COUNTY
This Second Amended Joint Powers Agreement Establishing a Coordinated
Public Safety Dispatch System for Fire and Emergency Medical Services based in
Sonoma County (hereinafter, the "Agreement") is entered into by and between the
undersigned members as of __________________, 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, "Authority")
was named the Redwood Empire Dispatch Communications Authority, or "REDCOM".
B.The First JPA Agreement 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 terminated on June 30, 2007, unless
otherwise extended by the parties. In 2007, the members of REDCOM entered into a
subsequent Joint Powers Agreement (hereinafter “JPA”) in order to extend the term of the
First JPA Agreement and to continue the mission of coordinated public safety dispatch
within Sonoma County.
D.In 2019, the parties entered into the First Amended Joint Powers Agreement,
making further amendments and clarifications to the JPA executed in 2007.
E.The undersigned members (also called the "Member Agencies" herein) desire to
further amend the JPA to reflect recent transitions to REDCOM’s funding sources, make
clarifications regarding member assessments, adjust the Board composition, allow for
expanded membership outside Sonoma County, and to make other administrative and
clerical corrections.
NOW, THEREFORE, THE MEMBER AGENCIES HEREBY AGREE TO THE
TERMS AND CONDITIONS SET FORTH BELOW.
AGREEMENT
The Member Agencies agree that the terms and conditions of the First Amended
Exhibit A
Docusign Envelope ID: F5C4DDF5-F40B-4D34-A32F-859C58521006
2
Joint Powers 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 __________________.
1.Recitals. The Recitals set forth above are true and correct.
2.Definitions:
a.Authority: The Redwood Empire Dispatch Communications Authority or
“REDCOM,” a joint powers authority established among the Member
Agencies pursuant to California Government Code section 6500, et seq.
b.Communications Center: The centralized facility (including staff, equipment,
etc.) used for coordinated emergency response, dispatch and management,
serving as the hub for all communication, resource allocation, and incident
coordination during an emergency. A Communications Center can also be
mobile and operate from a vehicle.
c.Emergency Command Center: A centralized communications response center
that includes incident command and coordination between fire, Emergency
Medical Services and other emergency resources. It is staffed with a
combination of emergency coordination and fire liaison staff, dispatchers,
calltakers, a director, communication/operation manager(s) and technical
personnel. Staff may be cross trained to handle a multitude of positions.
d.EOA Provider: The exclusive provider of emergency medical transport
within an Exclusive Operating Area (EOA) as defined and designated by the
County of Sonoma. An EOA Provider can be a Member Agency or a Private
Provider under contract with the County of Sonoma.
e.Member Agencies: The public entities that are signatories to this Agreement
and members of the Authority.
f.Private Provider: Private organization that provides emergency services,
transport, or other related services and contract with the Authority for
dispatch services. Private Providers are not Member Agencies of the
Authority.
3.General Purpose of Agreement. The purpose of this Agreement is to establish
a joint powers authority that efficiently and effectively provides coordinated public
safety dispatch of fire and emergency medical services through the operation of a
Communications Center (or Emergency Command Center) and a back-up
communications system. The Member Agencies intend that additional public
agencies that provide fire protection and/or ambulance services, not presently
executing this Agreement, may join the joint powers authority in the future subject to
Docusign Envelope ID: F5C4DDF5-F40B-4D34-A32F-859C58521006
3
the applicable terms and conditions stated in this Agreement. The Communications
Center (or Emergency Command Center) may also provide fire and emergency
services dispatch services on a contractual basis to other governmental and private
entities.
The Member Agencies 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.
4.Joint Powers Authority Created. Pursuant to Section 6506 of the Act, the
Member Agencies create a public entity, separate and apart from the Member
Agencies 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 Member Agencies.
5.Authority Services. The Authority shall provide the following services:
a.the coordinated public safety dispatch of fire and emergency medical
services to the Member Agencies, 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
determined by the appropriate local emergency medical services agency
(LEMSA).
b.administrative and operational management of the Authority. .
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.
Docusign Envelope ID: F5C4DDF5-F40B-4D34-A32F-859C58521006
4
i. such other services as may be added in the future by agreement among
the Member Agencies.
6. Powers and Duties.
a. Authority. The Authority shall have the powers common to the Member
Agencies, 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.
Pursuant to the Act (Government Code Sections 6508 and 6509), all
common powers exercised by the Authority 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.
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 Member Agencies, 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.
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
Member Agencies in the exercise of similar powers.
Docusign Envelope ID: F5C4DDF5-F40B-4D34-A32F-859C58521006
5
Pursuant to Section 6504 to the Act, in the absence of alternate revenue
sources, the Authority is empowered and by this Agreement required to assess
the Member Agencies 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 (or Emergency Command Center),
for the leasing or purchase of a Facility and/ or acquisition of equipment,
personnel staffing and full time maintenance and operations of related
equipment and facilities.
7. 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. One Director shall represent the largest city by call volume.
ii. One Director shall represent the largest fire protection district by call
volume.
iii. One Director shall represent a city or fire protection district that provides
ambulance transport, selected by a majority vote of all Member Agencies
that are cities or fire protection districts that provide ambulance transport.
iv. One Director shall represent a city, fire protection district, or special
district selected by a majority vote of all Member Agencies.
v. One Director shall be from a selected Member Agency that provides
ambulance services but does not provide fire protection services. Said
Director shall be selected by a majority vote of Member Agencies that
provide ambulance services but not fire protection services.
vi. 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.
vii. One Director shall be a County of Sonoma representative, nominated by at
least four (4) of the other six (6) Directors.
Docusign Envelope ID: F5C4DDF5-F40B-4D34-A32F-859C58521006
6
No Member Agency shall occupy more than one seat on the Board of Directors.
At no time shall there be fewer than two (2) Directors from Member Agencies that
are cities. At no time shall there be fewer than two (2) Directors from Member
Agencies that are special districts and/or fire protection districts.
b. Continuing Terms. 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
Regional Administrator of the Sonoma County EMS Agency and the seventh
Director as described in paragraph 7(a)(vii), 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.
8. Meetings of the Board of Directors
a. Conducting Meetings. The Board shall hold regular meetings at least
four (4) times annually and shall adopt bylaws for conducting meetings and
other business. All meetings of the Board, 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
Docusign Envelope ID: F5C4DDF5-F40B-4D34-A32F-859C58521006
7
except when this Agreement specifically provides that a supermajority or
unanimous vote is required. A supermajority of the Board shall be defined as
five (5) votes.
9. 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 Agencies) in an amount in excess of 20% of
the Authority's operating budget for the prior fiscal year must first be approved by a
supermajority (2/3) vote of the Member Agencies.
10. Appointed Officers. Pursuant to Government Code Section 6505.5, the Board of
Directors appoints the County of Sonoma Auditor, Controller, Treasurer, Tax Collector
(ACTTC) to serve the Authority as Auditor and Treasurer. 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.
11. Frequencies. Each Member Agency retains the ownership of its radio frequencies,
but shall make the use of each such frequency available to Authority and each
Member Agency for the purpose of carrying out the provisions of this Agreement.
12. 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.
b. Annual Budget. The Authority shall operate only under an approved
fiscal year operating budget. The Authority may not operate at a deficit. The
Member Agencies, EOA Providers, and Private Providers shall pay for their
share of the entire operation of the Authority, with the annual operating
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 an annual operating budget no later than March 15 for the following
fiscal year in accordance with applicable state law. The Authority shall notify
each Member Agency, EOA Provider, and contracting Private Provider of its
share of the Authority's annual cost for the following fiscal year no later than
April 1.
c. Budget Elements. The Board of Directors, in adopting an annual budget,
thereby fixes the assessment against the Member Agencies which is binding
thereon. The budget shall include, but is not limited to, the following
components:
i) Operation and Maintenance Expenses. The costs of operating
and maintaining a Communications Center (or Emergency Command
Docusign Envelope ID: F5C4DDF5-F40B-4D34-A32F-859C58521006
8
Center) 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.
ii) Capital Expenditures. Capital expenditures shall include the
costs of original purchase of communications and computer equipment,
hardware, software and other fixed asset with a useful life determined
by the REDCOM Capital Assets and Depreciation Policy, 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.
iii) Contingencies. The Authority’s annual budget shall include a
reasonable provision for contingencies.
Operations, maintenance, and capital expenditures shall be shared
by the Member Agencies, EOA Providers and Private Providers in
conformance with the cost formula established by this Agreement, except
for the operations, maintenance, and capital expenditures which are
incurred for and are unique to a minority of the Member Agencies, in
which case such minority share the expense amongst themselves through a
cost allocation formula approved by the Board of Directors.
d. Assessments. Upon adoption of the fiscal year budget by the Board of
Directors, and the forwarding thereof to the governing bodies of the Member
Agencies, the assessments fixed therein are automatically due and payable
without further notice as follows:
July 15:
October 15:
January 15:
April 15:
35% of total assessment
25% of total assessment
25% of total assessment
15% of total assessment
The Board of Directors may set a different payment schedule, for any reason
including, but not limited to, providing for adequate cash flow for operations and
maintenance expenses and/or capital purchases, or to accommodate the influx of
different revenue sources.
Docusign Envelope ID: F5C4DDF5-F40B-4D34-A32F-859C58521006
9
After (30) calendar days, the Authority reserves the right to apply a late
charge of up to five percent (5%) upon assessment payments not promptly
received by the Authority. An additional five percent (5%) charge 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 the initial assessment of the late charge, the
Member Agency shall be in default and the Board of Directors will determine
the appropriate penalty at its next public meeting, including potential
termination in accordance with this Agreement.
13. Funding and Cost Allocation. 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
Member Agencies, EOA Providers, and approved Private Providers. The Authority shall
endeavor to maximize external revenue sources to proportionately offset all Member
Agencies’ member assessments.
The Authority shall consider all available funding options to finance its costs.
These shall include but are not limited to: charges to Member Agencies, EOA Providers,
and Private Providers for baseline services, charges to Member Agencies, EOA
Providers, and Private Providers for enhanced or additional services, charges for contract
services provided to other agencies and Private Providers, taxes, bonds, and federal
or state or private grants.
Costs charged by the Authority to Member Agencies, EOA Providers, and
approved Private 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 Agencies,
EOA Providers, Private Providers, and others to cover the costs for any enhanced or
additional services.
14. Dispatch Operations Advisory Group. 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
Communications Center (or Emergency Command Center). The members of the
advisory body shall be appointed by the Board of Directors as set forth in the By
Laws.
15. Appeals to the Board of Directors. Any Member Agency shall have the right
Docusign Envelope ID: F5C4DDF5-F40B-4D34-A32F-859C58521006
10
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.
16. Term of Agreement and Termination Provisions. This Agreement shall
be deemed to go into effect on ___________________ (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 Agency 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 Agency 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 pursuant to the cost allocation methodology provided by this Agreement. In
addition, a terminating Member Agency shall also be required to pay its share, as
determined by the Board of Directors, 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 Member Agency shall not
be construed as a completion of the purpose of this Agreement, and shall not require
the repayment or return to the remaining Member Agencies of all or any part of any
contributions, payments, or advances made by the Member Agencies until this
Agreement is rescinded or terminated as to all Member Agencies. 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
Member Agency (except as to radio frequencies).
b. Rescission of Agreement by All Member Agencies. At any time, this
Agreement may be rescinded and terminated, and the Authority may be dissolved, by a
unanimous vote of all Member Agencies. In such an event, the remaining assets and
liabilities shall be apportioned among all Member Agencies according to the relative
assessments paid by those Member Agencies, exclusive of late charges, for the five years
immediately preceding the point of termination.
17. Consolidations, Divisions and Annexations of Member Agencies.
Consolidations of Member Agencies with other Member Agencies or with non-
member agencies, divisions of Member Agencies into two or more entities, and
Docusign Envelope ID: F5C4DDF5-F40B-4D34-A32F-859C58521006
11
annexations of portions of Member Agencies shall have no adverse effect on the cost
assessments of uninvolved Member Agencies. In the event that involved Member
Agencies 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 Member Agencies.
18. Exclusive Operating Area Providers. In the event a Member Agency becomes
the emergency medical services provider within an Exclusive Operating Area (EOA)
designated by the County of Sonoma, there shall be no adverse effect on the member
assessments of the other Member Agencies unrelated and unaffected by the EOA. An
incoming EOA provider shall adopt the prior EOA provider’s five-year call volume
average (after reflecting the new EOA Provider’s service delivery model) for the
purposes of calculating the incoming EOA provider’s new contribution to reflect the
increased dispatch services provided by the Authority. The call volume (or equivalent
measure of service) in the EOA shall be considered separately and independently
from the call volume of the Member Agency for the purposes of calculating the
member assessments for the Member Agency providing emergency medical services
within the EOA.
19. Membership. The Authority shall be open to membership by all cities,
independent districts, and other public agencies that provide fire protection and/ or
ambulance services.
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. 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.
d. Removal of Member. The Board of Directors may remove any Member
Agency 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 supermajority vote of the Board of Directors
after providing the affected Member Agency (and all other Member Agencies) with at
least 30 days written notice of the intended removal and an opportunity to be heard at a
Docusign Envelope ID: F5C4DDF5-F40B-4D34-A32F-859C58521006
12
public meeting of the Board of Directors. A Member Agency 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
16(a)(i), as well as all other applicable requirements.
20. 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. Any amendments to this Agreement shall be in writing and
signed by all Member Agencies.
21. 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 Member Agencies intended to enter into in
the first instance.
22. Insurance. The Authority shall be required to obtain insurance, or join a self-
insurance program(s) in which one or more of the Member Agencies 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 Member Agency 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.
23. Indemnity. The Authority shall indemnify, defend and hold harmless the Member
Agencies 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 Agency or its officers, employees, volunteers or agents.
Member Agencies shall indemnify the Authority in the same manner above for all
non-dispatch incidents and non-dispatch related emergency operations or response.
24. Successors. This Agreement shall be binding upon and shall inure to the benefit
of the successors of the Member Agencies hereto.
Docusign Envelope ID: F5C4DDF5-F40B-4D34-A32F-859C58521006
13
25.Notice of Creation. A notice of the creation of the Authority by this Agreement,
and its subsequent amendment, shall be filed by the Authority with the Secretary of
State, pursuant to Section 6503.5 of the Act.
26.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
Executive Director
2796 Ventura Avenue
Santa Rosa, CA 95403
Notices to the Member Agencies 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
Member Agencies. Any Member Agency may change its address for notices by
giving written notice as described above to the Authority.
IN WITNESS WHEREOF, the Member Agencies 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.
Docusign Envelope ID: F5C4DDF5-F40B-4D34-A32F-859C58521006