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Ma:::ch 5, 1992
HONORABLE CITY COUNCIL
Palo ~lto, California
89Utb Eay water .'Deue program -Joi~t ?ow.ra Aqreement
Members of ~he Council:
Report in Brief
Staff recommends that Council approve the attached agreement between
City of Palo Alto and the Menlo Park Fire Protection Di~trict fo~
joint funding and operation of a water rescue program.
Background
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Over the past ten years, there has been an increasing demand for water
and mud rescue operations in the baylands, caused by air traffic enterinq
and exiting the Palo Alto Airpert. Development of the baylands sailing
station for leisure and. recreational activities is likely to also
increase the nun.l:ler of incident.s requiring 'Water or mud rescue~
During the adoption of tt,,-e 1991/92 capital Irr.provement Projects budget.
staff recommended and Council approved $40, ODD for mutual funding of this
project 'With the Menlo Park Fire Protection Distric:t. Both fire
agencies, in conjunction with legal and financial staffs, haVe developed
the attached Joint Powers Agreement (JPA).
The JP~ provides a mechanis!!l. to address tne capabi lities required to
respond to and effectively handle water rescue situations in the South
Bay area which adjcdns Palo Alto and ~e!'llo Park~ By sharing resources,
each participating member will reduce overall expenses ~hile incr6asinq
available equipment and staffing resources during emergency operations.
The management of the joint program is detailed in the JPA alonq with
methods by which administrative, operational, policy and decision ~aJting
authority "'i11 be h~ndled by each jurisdiction.
The agreement discusses how this rescue equipment will be used in the
program and how the acquisition of capital equipment for the program will
be shared. Palo Alto is identified as being responsible for the
preparation of specifications, obtaining bids~ and a~arding the contracts
for all capit~l equip~ent. Menlo Park ~il1 take responsihility fer day
to-.::lay routine maintenance of the equipment. Each jurisdiction 'Will
contribute an initial $40,000 to fund the project. Palo Alto ha~
provided its contribution of $40,000 in a special Capital Improvement
Project.
The Palo Alto fire Department and the Menlo Park Fire Protection
water rescue training prccedures, operations and training
materials ~ill be standardized by the JPA.
District
support
Financial considerations such as determining operating costs, accounting,
apportionment formula, limitation of financial obligations, excess
payments, reimbursement and disposition of assets upon termination of the
agreement, and liability are also addressed in the JPA.
Because the scope of the JPA is limited to owner~!lip, use of equipment.
and joint training, and does not cover actual rescue operations, the
City's liability exposure is not affected.
Recommendatioz,
staff recommends that Council approve this agree~ent to establish a South
Bay Water Rescue program through a joint exercise of powers with the
Menlo Park Fire Protection District.
submitted,
DON
JUNE LEMING, Assistant. city XAnaqer
: ( I
Attachment: Joint Pov.r: Agreement
cc: Palo Alto Airport Safe~y Committee
Menlo Park Fire Protection District
Chief
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AGREEMEHT, ESTABLISHING A SOUTH BAY WATER
RESCUE PROGRAM THROUGH A JOINT EXERCISE OF
POWERS
THIS AGREEMENT is made and entered into on
1992, by and batween the city of Pale Alto, a chartered municipai
corporation of the state of California ("Palo Alto") and the Menlo
Park Fire Protection District, a California fire protection
district ("Menlo Park") ~ other public agencies may be subsequently
added as parties to the agreement in accordance with the terms and
conditions set forth herein~
• I T HIS BIT R:
WHERE~$, the parties have determined that there is a need
for a joint water rescue program to serve water rescue needs in the
southern portion of San Francis~o Bay ("South Bayn); and
WHEREAS, each of the parties is empowered and authorized
to establish its o ..... n 'Water rescue program and to do all of the
other things authorized and agr-e::!d to lJnder this agreement; and
WHEREAS~ the parties desire to enter into an agreement
pursuant to Chapter 5, Division 7 of Title I of the california
Government Code, commencing-with Section 6500 (the IIIIJ'PA law"),
authorizing the joint exercise of powers held in common between and
amonq the parties ~ to esta""'lish a joint ... ater r-escue program
(·program llll ) in the South Bay; and
WHEREAS, the parties contemplate that the Program will
serve the territory now or hereafter included wittdn and in
proximity to the political boundaries of any party hereto, as well
any area which, during the term of the agreement, may be served by
any party hereto by contract; and
W".tJ:EREJ.S, the gove::-ning body of each party hereto has
dstennined that there is ~ need for such a Program and that the
establishment of a Program will result in a fir.ancial saving and
improv~d service to that party and will be in the public interest;
and
WHEREAS, Palo Alto and Menlo park intend that the Progrem
be able to function between the two parties, but desire to provide
in this aqr~ement the flexibility to expand the Program to
dccommodate such other parties as may be added in the future;
NOW, THEREFORE, in conside~ation of their mutual
covenants, the parties hereto do hereby agree as follows~
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All.'rICLE I
COmlllencement and Tem.;DAll.QD of Agreement
1. Effective Pate and Tet'Ii!ina~ion Date, This agreement
shall become effective O~ the date first herEinabove ~ritte~, which
date shall be tr.e date on which the last party (either Palo Alto or
Menlo park) signed the agreement~ i'his agreement shall become
effective as to additional parties at the ti~e and date specified
in the .amendment to this agreement adding such party. This
agreement shall ~erminate on June 30, 2011, unless sooner
termin~ted by withdrawal of either Palo Alto or Menlo Park, as
provided in section 3 of this articls.
2. Additional Parties. upon the aqreement of all then
existing partie~ to this agreement, any public aqency as defined in
the JPA laws as the same from time to time be amenjec, may become
a party to this agreement ~y amendment hereto, upon such terms and
conditions as specified in said amendment.
3. Withdrawal from the Agr_Eeemert:t:~ Any party may
withdraw from. this agreement by resolution of its gover!")inq body
and upon nat !~ss than one yearrs notice in writing to all other
parties, provided that no withdrawal shall be eftective prior to
JUne 30, 1993.
ARTICLE II
E1l_~_1i! and Objectives
1. ~Yrpose. The parties shall participate jointly in
the manner and to the extent hereinafter specified, in the
establishment, maintenance, operation and use of the Program. The
specific purpose for the program is to provide joint training and
to jointly own, operate and maintain equipment necessary for water
rescue efforts. Actual water rescue services will be perfcrmed by
the individual partie.s, or through existing :t"Iutual ;:: id or automat-_ic
aid agreements, as appropriate, and Ehall not be ~ithin the scope
of this joint powers agreement.
2. Object.jyes. The objectives of this agreement are to
raise the efficiency of the parties' respective water rescue
services by providing adequate equipment and a comprehensive
training program; to reduce ovecall costs by joint purchase and use
~f equipment : and to standardize the water rescu~ training program
of the parties to the extent the parties ~ish to participate.
ARTICLE III
ManagemE!'nnt and Organization
1. Decision Making /t,uth_ority. This agreement
memorializes the joint effort of the pal·ties to carry out the
purposes and objectives set forth hereint and no separate pntity
shall be created hereby. nor shall there be created a board of
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directors. Day-tQ-day oper3.tion and l:lanageltlent of this joint
effort vill be handled by the Policy Committee and Administrator,
r~spectively, in accordance ~ith t~e provisi~ns of tnis article.
All decisions made pu~suant to this agreement which require
approval of the parties shall be evidenced by affirmative vote of
the qoverning body of each part)-tc the agreement~
2. Policy COmmittee. Ther~ is hereby established a
Policy Co~ittee (BPolicj Committee~) composed of the City Manager
or designee of Palo Alto and the Fire chief of Menlo Park, plus the
fire chief of 2ach member agency that becomes a party to the
agreement. Each Policy Committee member shall designate an
alternate who shall have the power to vote in the place and stead
of such person. The Policy committee shall act in an advisory
capacity to the parties concerning the Progra~ and shall have such
other functions as are specified in this agreement or are deleqated
to it by the parti~s. The Policy Committee shall meet at least
once per calenoar quarter and shall adopt procedural rules for the
conduct of its business. Additional meetings may be called at the
request of any Committee member. All matters requiring action by
the Committee shall be evidenced by an affirmative vote of a
majority of the members of the Committee, unless otherwise herein
specified.
3. General Adminis_t.:r::ation and operation. Palo Alto
shall be the General Administrator ("Administrator~) of the
Program. In coru1ection tnere~ith Palo Alto shall:
expenditures
Program ..
a. Maintain records of
incurred in connection with
all revenues and
the operation of the
b.. Ma.intain all records in auditable form and make
them available to the parties upon request.
c. Act as depository of any anQ all monies
received from any source for the impleE.ent.ation of this agreement.
In this re9ard~ the Director of Finance of Palo Alto shall be
responsible upon an official bond fc~ the safe Keeping and
disburse~ent of all sai~ monies, provided, that Palo Alta may self
insure for this liability ..
d. Act as custodian of all property used for the
operation of the program. In this regard, the official bond now
provided by Palo Alto :for any public officer-who, under this
agreement, will have cnarge of, handle, or have access to any money
or property of the Program, shall be considered sufficient, and no
further bonding shall be required for purposes of this agreement.
e.
in the format and
determine.
Provide each party ~ith reports on the Program
at such time as the Policy committee may
f. Act as admini5ltering agency pursuant to Section
6506 of the Government Code.
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ARTICLE IV
Equipment
1. Pre~ent Equipt:'tent...L. The equipment to be used for t.he
Px-ograltl, which that exists as of the date of execution of this
agreement, consists of various too13 and equipment used for rescue.
This equipment is owned and in the possession of Palo Alto and
Menlo park, respectively~
2. Acquisition of Capi~
effective date of this agreement, the
alloca'te $80,000 towards purchase of
equipment, priorit.ized as folloW's:
Equipment. As of the
parties have agr-eed to
the followinq capital
a. TWo rigid hull i~flatable rescue boats, motors
and equipment.
n. One 18-20 foot air boat and equipment.
c. safety equipment for rescue personnel and
victims, to the extent of finances available.
3. Contribution cf thL...Partie.s to Cost of Capitli
~gyj~ment. Palo Alto and Menlo Parx shall each pay $40,000 towar~s
the cost of acquirinq the e~lipment described in paragraph 2 of
this article. As of the date of execution of this agreement, Palo
Alto and Menlo Park represent that the respective sums ot $40,000
each have been set aside by previous actions of their governing
bodies and have been irrevocably co-mmitted for the purpose set
forth in paragraph 2 of this article. These sums shall be in
addition to any payments which may he required pursuant to
paragraph Ib of Article VI. All equipment purchased jOintly
pursuant to this agreement shall be under the control of the
Administrator and used in accordance with paragraph 5 of this
article; provided, that for purposes of disposition of assets UpOh
termination, in accordance with Article VI, each partyrs frowner-ship
share" of the equipment shall b.e equal to the percent of each
party's respective share of the origin~l cost of acquisiti~n.
4& procedu.t:'.~.or Acquiring Equipment. Under the
direction of the policy Committee, Palo ~lto shall prepare, or
cause to be prepared, specifications for all equipment to be
purchased pursuant to this agreeme~t, and shall obtain bids, award
and enter into contracts, and supervise any necessary construction.
The parties an·t.icipate that the capital purchases .. ill take the
form of eeparat~ contracts to be awarded at different times. each
time Palo Alto rr.akes an award of contract it shall notify all of
the other parties to the agreement that the award has been made.
5. Use of Equipment. During the term of this
aqreement, and subject to the provisions of this paragraph, any
party may use the equipment for rescue training purposes in
accordance ~ith any rules and regulations ~hich may be established
by the Policy Committee. Usag'e of this equipment shall also be
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conditioned on each party fulfilling its obligation to pay its
prorata share for' maintenance and operating costs, as more
sp.ec.1.fical.ly described in Articl~ VI. The parti~5 shall l".ave
.a.xclusivt! use of the equipment for rescue training and @merge:ncy
operations, except that additional llses by a party or nonparty may
be authorized by the Policy Committee.
6. Maj .. ntenance of" Equipment. Menlo Parle shall maintain
all equipment described in paragraph 2 of this article. Routin~
maintenance and mi::"lor repair services that can b~ performed by
Menlo Park employees shall be provided at no cost to the other
parties. The cost of repairs and other services that must be
contracted for, and the cost of parts required for repairs of a non
rQutine nature, shall be shared by the parti~s in accordance ~ith
Article VI. Not'Withstandinq MenlQ Park's Quties under this
paragraph I any party or. nonparty who damages any equipment in a use
not covered by this agreement shall be solely responsible for the
repair of said equipment.
ARTICLE V
water ResG-'J_'!L_.rI:_~ininq
1. ;I:_niti~) Trai.Jing~ The parties to this agreement
shall, through the efforts of their rEspective staffs, develop
standardized training procedures, operations a~d supporting
training materials.
2. Expanded Training. The governing bodies of tr.ro or
more parties may elect to expand the scope of the initial training~
The nature of such expansion and the allocation of costs of such
expanded training shall :be subj ect to agreement of the
participating parties at that time and shall be incorporated into
an addendum to this agreement I or in a separate cont~act between
the participating parti~~ in the expanded training~ Inauguration
of the expanded training shall not affect t~e initial training as
developed by the parties.
ARTICLE VI
1. Determination of Budget and Costs....:.
a~ Budget. The Policy Corrunittee shall develop a
buuget, including the annual operating cost for the program, for
the following fiscal rear, by February 1 of each year. The
recommended budget shall be submitted to the governing body of each
party for approval on or before september 1 of each year. To
comply with Palo Alto's t~o-year budget process, the Policy
Committee shall provide an estimated second j'ear budget every t..,o
years, 'Which .,ill then be finalized and adopted in the inteJim
year~ The parties agree that the budget attached to this agreement
as -Exhibit A~ shall be approved as the budg~t for the remaining
portion of fiscal year 1991-92 ~
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b. ,f'undinq by Each Party. During each fiscal year
hereof, each party shall pay its share of the amount needed to fund
the. appr-oved budget for the Program for such fiscal year, as
detendned pursuant to parag.:'aph 3 of this article. Payment shall
be made in t~o equal installments, each september 15th and December
15th. Paymerts shall be delivered to the Director of Fjnance of
Palo Alto, Funds not expended at the end of a fiscal year shall
automatically be deem~d reappropriated to the same budgeted item as
of the commencement of the following fiscal year, and may be
expended prior to the adoption of the budget for said follo~ing
fiscal year.
c. IntereS',t. If any party fails to make a payment
when due, the amount dl..i,e shall accrue interest at the rate of ten
percent per annum until tully paid~
d. Verification~ Palo Alto shall make available
to each other party at any reasonable time, at Palo Alto City Hall,
all records, documents, computer tiles, data, and accounts of
~hatever kind of format which may be required to analyze and verify
the actual cost of the Program. If any party disagrees ~ith the
actual cost as determined by Palo Alto, the staffs of ~ll parties
sl:.all meet and confer regarding the actual cost. If the parties
tail to agree, the parties may arbitrate the matter pursuant to
paragraph 2 of Article VII.
2 ~ Accounting. Each party shall be strictly
accountable for all funds received by it and shall maintain
adequate records of all receipts and disbursements pursuant to this
agreement. In addition thereto, each party shall maintain such
additional records relating to the establishment, ownership,
maintenance, operation, and use of the Program and the resources
thereof, as is appropriate. Each party shall have the right, at
any reasonable time, to inspect and examine the books and other
records of each other party insofar as th~y relate to the program,
The parties agree that accounts maintained pursuant to this
agreement shall not accrue ir,terest; provided, that any accot:.nt in
~hich a balance of $100,000 or greater is maintained, shall accrue
interest at the average rate accruing to Palo Alto's General Fund
accounts.
3. Apportionment Formul.~ The cost for caintaining and
operating the Proqram shall be apportioned among the parties by
equal shares. The cost for initial training shall be those costs
described in Arti~le V. C03tS for operating the Program shall
include those costs jncurred in repair and maintenance of the
equipment, which are not the sole responsibility of Menlo Park~
The costs to any party for non-capital items, including but n~t
limited tc~ administrative costs of supplies and employee labor
costs, shall be borne by such party and shall not be computed in
the annual budget pursuant to paragraph la of this article.
4~ Limitation of Financial Obligati.Qn __ ~ No party shall
have the power or the authority to incur any obligation pursuant to
this agreemp.nt in excess of the amount apportioned t~erefor by the
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budge.'t. or othel"*'ise. specifically authoriz.ed by the po.rties~
5. Paymer.ts ir. Excess ~Budgeteg~AmouQts , upon
agreement of the parties, upon a reconunendat.ion of the Policy
Co~ittee. inc~eases in the costs of pudgeted it~rns as well ~s the
costs of necessary items not reflected in the ~pproved budget snall
be funded by assessing all parties fer an equal amount of such
extra costs. Such aosessrnent{s) shall be payable upon the terms
agrsed to by the parties.
6. Forr;_e Majeure. No party hereto shall be liable for
any failure to perform as required by this agreement, or any
amendment hereto to the extent such failure to perform is caused by
any reason beyond the control of such party. or by reason of any of
the follo .... ing occurrences: strikes, labor disturbances COT labor
disputes of any character I failure of any governmental approva.l
required for full pe~formance, riots. civil disord~rs or
cornmotions l wa~, acts of aggression, floods, earthquak~s. acts of
God I or similar occurrences: provided that such party shall
ey.excise its best efforts to provide the best possible alternative
performance and to prevent the foregoing occurrences from
Cli:lstructing full perfonnance. Such occurrences shall not cause the
termination of this agreement and shall not affect this agreement
except as provided in this paragraph.
7 ~ Feimburs~.m.~.!lt __ Coon Early Tenni::l.~ __ i.Q..!1...... I f any party
to this agreement withdraws from the agreement, such party shall
not be entitled to reimbursement of any funds previously paid
pursu~nt to this agreement e~cept as specifically agreed to by the
rem,-aininq p~rties to the agreement~ Furt.her, in the event of early
withdra'Wal l any monies owing and unpaid by such party p'..lrsu",nt to
paragraph 1a of this article shall be paid by such party unless
such debt is specifically eX;::;J.sed by the remaining parties to the
aqreernent.
8. ~s;J.tio_n of Assets upon Te.J;ltlj.H-at i.on of Jl..greement.
Upon te~ination of this agreement, all personal property acquired
~ith. or traceable to, ~oney provided by the parties hereto shall
be distributed arr,ong the parties 011 a just and equitable basis, by
agreement of the parties j upon the recommendation of the Policy
committee; provided, hO .... ENer, that the distribution of any
equipment (or the proceeds therefrom) purchased ~ith the original
$80,000 contribution from Palo Alto and Menlo Park shall be made in
accordance with the provisions of paragraph 3 of Article IV.
9. Liability and In.1?u.ra __ l'l~ Each party to this
agreement agrees to defend, indemnify and hold harmless the other
parties with respect to any claim or action for damages arising or
alleged to have arisen from such party's negligent act or omission,
'Whether wi thin the scope of this agreement or not. Any party
stor ing or otherwise possessing equipment covered by this agreement
shall insure or cause to be insured such equipment, at such partyts
expense; provided, however I that Menlo Park shall provide insurance
coverage fot" all equipment for which it has 1D.aintenance
responsibilities pursuant to paragraph 6 of Article IV, the cost of
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which shall be apportioned among the parties in ~.ccordance vith
paragraph 3 of this article.
ART! CU: 'III
G?ne~a) provisions
1. Notices. All notices required or given pursu~nt to
this aqreement shall be deemed sufficiently given if in ~riting ~nd
if either personally served upon,. or mailed by registered or
certified mail to the Clerk of the governing body of the receiving
party,
2. szttlernent ofJ:!llPutes or Controversies. should any
dispute or controversy arise in connection with this agreement, the
governing bodies of the cisputing parties may elect to arbitrate
the dispute or controversy in accordance with this paragraph. In
the event of such election, the qoverning body of each party to the
agreement may appoint or desiqnate one disinterested person as an
arbitrator. In the event an even number of arbitrators is chosen.
the arbitrators chosen by the parties shall choose an additionai
arbitrator. The arbitrators so chosen shall act as a board of
arbitrators in connection ~ith any such dispute or controversy, and
the decision of the arbitrators, approved by a majority .... ote of the
~embers of the board of arhitrators r shall be bindinq and
conclusive upon all parties to the agreement.
3. Modifi~ation of Agreement. No term, provision r or
condition of this agreement shall be altered, amended, or departed
from or be held or construed to have been waived except by the
unanimous agreement and consent of all parties, in accordan~e with
paragraph 1 of Article I, specifically authori~ing such alteration,
amendment, or waiver. It is understood# ho~ever, that some parts
of this agreement are stated in general terms to preserve a
reasonable degree of flexibility. It is further understood that
the Fire Chiefs of the ~arties, acting as the policy Committee, may
execute operating memoranda from time to time to clarify the rights
and obligations of the parties; and that the Fire Chief of Palo
Alto may execute memoranda speciti,cally relating to Palo Alto's
duties as Administrator.
IN WITNESS WHEREOF, the parties hereto have caused this
agreement to be executed on the date first hereinabove ~ritten.
ATTZST~
APPROVED AS TO FORM:
Sr. Asst. City Attorney
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CITY OF P.'LO ALTO:
By,
'M~a7y~o~r~-----------
MENLO PARK FIRE rROTECTION
DISTRICT
By: __________ _
Its' ________________ _
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APPROVED: ATTEST:
Assi.stant City --Mana.-qer ---
By: __ .. _. _____ _
AFPRQVED AS TO FORM:
Fire chief
District Counsel
~irector of Finance APPROVED:
Fire C·h'i~e~t-----------------
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