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Resolution 12020CITY OF ALAMEDA RESOLUTION NO. 12020 AUTHORIZING FORMATION OF DISASTER RECOVERY JOINT POWERS AGENCY, EXECUTION OF DISASTER RECOVERY JOINT POWERS AGENCY AGREEMENT, AND APPOINTING A REPRESENTATIVE AND ALTERNATE REPRESENTATIVE TO SAID JOINT POWERS AGENCY GOVERNING BOARD. WHEREAS, the City Council at the February 6, 1990 City Council meeting accepted a report recommending that the Finance Department pursue formation of a joint powers agency to provide computer system disaster recovery services for a maximum of twelve public agencies, including the City of Alameda; and WHEREAS, at the direction of the City Council, City staff has participated in the negotiations leading to the development of a Joint Exercise of Powers Agreement which will create the Disaster Recovery Joint Powers Agency (DRJPA); and WHEREAS, the City's Data Processing Steering Committee, made up of senior staff members and the City Manager has reviewed and endorsed this concept. NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ALAMEDA that said Council hereby authorize the execution of the 4. Disaster Recovery Joint Powers Agency Agreement attached hereto as Exhibit "A". BE IT FURTHER RESOLVED BY THE COUNCIL OF THE CITY OF ALAMEDA that said Council hereby appoint the Accounting Manager as the City's representative, and the Computer Services Coordinator as the alternate representative to said Joint Powers Agency governing board. z I, the undersigned, hereby certify that the foregoing Resolution was duly and regularly adopted and passed by the Council of the City of Alameda in regular meeting assembled on the sixteenth day of October, 1990, by the following vote to wit: AYES: Councilmembers Arnerich, Camicia, Thomas, Withrow and President Corica - 5. NOES: None. ABSENT: None. ABSENTIONS: None. IN WITNESS, WHEREOF, I have hereunto set my hand and affixed the official seal of said City this seventeenth day of October, 1990. Diane Felsch, City Clerk City of Alameda EXHIBIT A DISASTER RECOVERY JOINT POWERS AGENCY (A JOINT POWERS AGENCY) JOINT EXERCISE OF POWERS AGREEMENT This Agreement is executed and entered into as of 1990, by and between THE CITY OF WEST SACRAMENTO, THE CITY OF ROCKLIN, THE CITY OF VALLEJO, THE CITY OF ALAMEDA, THE CITY OF ROSEVILLE, THE CITY OF SAN LEANDRO, each a municipal corporation or charter city organized and existing under the laws of the State of California, THE SOLANO COUNTY ASSESSOR, an officer of the County of Solano, and THE COUNTY OF YOLO, hereinafter referred to as the "Members." RECITALS This Agreement is predicated upon the following facts: A. The Members are public agencies organized and operating under the laws of the State of California. B. It is to the mutual benefit of the Members and in the Members' best public interest to join in establishing this Joint Exercise of Powers Agreement, pursuant to the provisions of the Joint Powers Act, to accomplish the purposes hereinafter 1 set forth. C. The Members desire to enter into this Joint Exercise of Powers Agreement for the purpose of, among other things, protecting and restoring the Data Processing Capacity of the Members in the event of a disaster as more fully set forth in Article II hereof and as permitted by the Joint Powers Act or otherwise. D. Unless the context of this Agreement requires otherwise, all capitalized terms used herein are defined in Article I "Definitions," hereof. NOW, THEREFORE, for and in consideration of the mutual benefits, covenants and agreements set forth in this Agreement, the Members agree as follows: ARTICLE 1 DEFINITIONS Except as otherwise specifically provided herein, or in the Joint Powers Act, or unless the context requires otherwise, the following definitions shall for all purposes of this Agreement apply to the provisions of the Agreement: 2 A. "Auditor/Controller" shall have the meaning given to the term "Auditor/Controller" in California Government Code Section 6505.5. B. "Authority" shall mean the Disaster Recovery Joint Powers Agency (A Joint Powers Agency) . C. "Agreement" shall mean this Joint Exercise of Powers Agreement, as it may be amended from time to time, creating the Authority. D. "Board" or "Governing Board" shall mean the governing body of the Authority. E. "Data Processing Capacity" shall mean each Member's data processing requirements in the event of a Disaster, as outlined in Exhibit A, attached hereto and made a part hereof. F. "Disaster" shall mean an unforeseen, ruinous, and often sudden misfortune that happens either through lack of foresight or through hostile external agency. G. "Fiscal Year" shall mean the fiscal year of the Authority which shall begin on July 1 of each year and the following June 30; except that the first fiscal year 3 shall begin on the effective date of this Agreement and end the following June 30. H. "joint Powers Act" shall mean Chapter 5 of Division 7 of Title 1 (commencing with Section 6500) of the California Government Code, as amended. I. "Local Agency" shall mean a "local agency" as defined in Sections 6542.5 and 6585(f) of the California Government Code. J. "Member" shall mean any public agency (as defined in Section 6500 of the California Government Code) which is a party to this Agreement, and shall also include any additional parties which join in this Agreement pursuant to Article XV hereof. K. "Representative" and "Alternative Representative" shall mean the representatives and their alternates, respectively, appointed to the Governing Board and serving thereon, pursuant to the provisions of Article V hereof. L. "Treasurer/Depositary" shall have the meaning given to the terms "treasurer" and/or "depositary" in California Government Code Section 6505.5. 4 ARTICLE II CREATION OF THE DISASTER RECOVERY JOINT POWERS AGENCY (A JOINT POWERS AGENCY) Pursuant to Article 1 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (commencing with Section 6500), the Members hereby create a public entity separate and apart from any and all of the Members, to be known as the Disaster Recovery Joint Powers Agency (A Joint Powers Agency), hereinafter referred to as the "Authority." Pursuant to Government Code Section 6508.1, the debts, liabilities and obligations of the Authority shall not constitute debts, liabilities or obligations of the Members. A Member may, however, separately contract for or assume responsibility for specific debts, liabilities or obligations of the Authority. Pursuant to and to the extent required by Government Code Section 6509, the Authority shall be restricted in the exercise of its powers in the same manner of exercising such powers by the County of Yolo. The Authority shall indemnify, defend, and hold harmless the Members and their officers, agents, and employees free from any and all claims, losses, costs, obligations, or liability resulting to any person or entity for damages of any kind, including, but not limited to, injury to persons or property from any cause whatsoever arising from or in any way connected with the exercise of the 5 Authority's power pursuant to this Agreement or the Joint Powers Act. Within thirty (30) days after the date of the Agreement or any amendment hereto, the Authority will cause a notice of the Agreement to be prepared and filed with the California Secretary of State in the manner set forth in California Government Code Section 6503.5. ARTICLE III PURPOSE AND POWERS The purpose of creating this Authority is to exercise the common powers of the Members and to jointly accomplish the protection and restoration of Data Processing Capacity in the event •of a Disaster. The Authority shall have all powers common to its Members and all powers granted by applicable law, including without limitation, the Joint Powers Act, and is authorized, in its own name, to do all acts necessary to exercise such powers to fulfill the purposes of this Agreement. Without limiting the foregoing, the Authority shall have the power to do each of the following; A. Incur debts, liabilities and obligations. B. Acquire, hold or dispose of real and personal property. C. Receive contributions and donations of property, funds, services and other forms of assistance from any source. 6 D. Sue and be sued in its own name. E. Employ agents and employees. F. Acquire, construct, rehabilitate, remodel, install, manage, maintain, or operate buildings, works or improvements. G. Lease real and personal property (including that of a Member or Local Agency) as lessor and as lessee. H. Receive, collect and disburse monies. I. Invest money in the treasury of the Authority in the same manner and on the same conditions as Local Agencies pursuant to Government Code Section 53601. J. Obtain necessary insurance coverage. K. Exercise all other powers necessary and proper to carry out the provisions of this Agreement. ARTICLE IV PARTIES TO AGREEMENT Each Member represents and warrants that it intends to, and 7 does hereby, contract with all other members identified on the signature page hereof and any new members admitted to the Authority pursuant to Article XV. Each Member also represents and warrants that the withdrawal or expulsion of any Member, pursuant to Article XIII, shall not relieve any Member of its obligations or duties under this Agreement. ARTICLE V GOVERNING BOARD The business of the Authority shall be conducted by a Governing Board comprised of a representative from each member agency. Each Member agency shall designate one (1) alternative Representative. The Representatives and Alternate Representatives shall be designated in writing by the governing body of each of the Members. Each Representative of the Governing Board has one vote. A Member's Alternate Representative may vote at meetings of the Governing Board, but only in the absence or unavailability of that Member's Representative. Immediately upon admission of a new Member pursuant to Article XV, the Member shall be entitled to appoint one (1) Representative and one (1) Alternate Representative to the Governing Board. Representatives and Alternate Representatives serve at the pleasure of the Member which has appointed them. A Representative and/or Alternate Representative shall be removed from the Governing Board upon the occurrence of any one of 8 the following events: (1) the Authority receives written notice from the appointing Member of the removal of the Representative or Alternate Representative; (2) the expulsion or withdrawal of the Member from this Agreement; or (3) the Authority receives written notice of the death or resignation of the Representative. Representatives and their alternates are compensation. The Governing Board may authorize reasonable expenses incurred alternates, in connection with Board. not entitled to reimbursement of by Representatives, or their their service on the Governing Pursuant to Government Code Section 6505.6 and Article VII hereof, the Authority shall designate the County Treasurer of Yolo County ("County Treasurer ") as Treasurer /Depositary of the Authority to receive, deposit, invest and disburse the property of the Authority pursuant to Government Code Sections 6505, 6505.1 and 6505.5. The Authority shall fix the amount of the fidelity bond to be filed by the County Treasurer. The Authority shall also designate the Auditor /Controller of Yolo County ( "Auditor /Controller ") as Auditor /Controller pursuant to the provisions of Government Code Sections 6505.5 and 6505.6 and Article VII hereof. 9 ARTICLE VI BOARD MEETINGS AND RECORDS A. Regular Meetings. The Governing Board shall hold at least one regular meeting each year. The Governing Board shall fix by resolution the date upon which, and the hour and place at which, each regular meeting is to be held. B. Special Meetings. The Governing Board may call special meetings in accordance with the provisions of Section 54956 of the Government Code. C. Ralph M. Brown Act. Each meeting of the Governing Board, including without limitation, regular, adjourned regular, and special meetings shall be called, noticed, held and conducted in accordance with the Ralph M. Brown Act (Section 54950, et sea.. of the Government Code). D. Minutes. The Authority shall have minutes of regular, adjourned regular, and special meetings kept by the secretary. As soon as possible after each meeting, the secretary shall forward to each Governing Board Representative and each Member copies of the minutes. E. Ouorum. A majority of all of the Representatives of the Governing Board is a quorum for the transaction of business. However, less than a quorum may adjourn from 10 time to time. A vote of a majority of all the Representatives shall be required for any action of the Governing Board. ARTICLE VII OFFICERS The Governing Board shall elect a chairperson, and a vice- chairperson from among its members at its first meeting. Thereafter, in the first meeting in each succeeding fiscal year, the Governing Board shall elect a chairperson and a vice- chairperson from among its members. Each officer shall assume the duties of his or her office upon election. If either the chairperson or vice-chairperson ceases to be a Representative, the resulting vacancy shall be filled at the next regular meeting of the Governing Board held after the vacancy occurs. In the absence or inability of the chairperson to act, the vice-chairperson acts as chairperson. The chairperson shall preside at and conduct all meetings of the Governing Board. The Governing Board shall appoint a secretary, a Treasurer/Depositary and an Auditor/controller of the Authority who may, but need not be, a Representative of the Governing Board. The Treasurer/Depositary and Auditor/Controller shall be so qualified to hold such positions pursuant to Sections 6505.1 and 6505.5 or 6505.6 of the California Government Code. The Governing Board may appoint such other officers as it considers necessary. 11 ARTICLE VIII BYLAWS The Governing Board shall, as soon as is practical but no later than six months after the effective date of this Agreement, establish such bylaws as the Governing Board deems necessary and which are consistent with the Joint Powers Act and this Agreement. Each Member and each member of the Governing Board shall receive a copy of the bylaws. The Governing Board may amend the bylaws from time to time, subject to the foregoing. ARTICLE IX MEMBER RESPONSIBILITIES Each Member shall have the following responsibilities: A. To appoint or remove its Representative and Alternate Representative of the Governing Board as set forth in Article V. B. To approve amendments to this Agreement as set forth in Article XVIII. C. To arrange to provide a permanent facility, with 24 -hour, 7 -day accessibility; adequate parking and security; and adequate utilities and wiring for the use of the equipment, to house the equipment described in subparagraph C, such facility to be furnished by the Yolo County Communications Emergency Service Agency. 12 D. To provide a mechanism to transport the equipment described in Subparagraph C to a Member's designated location. E. To aid, assist, and advise each other Member in the preparation of a disaster plan. F. To maintain a current data processing equipment and machine services inventory of each Member. Such inventory listings will be made available to all Members. G. To provide technical assistance to obtain any federal or state funds which may become available to any of the Members for emergency purposes and in the acquisition by the Members of surplus property for disaster recovery purposes. H. To offer the assistance of the Authority and coordinate assistance furnished by other Member jurisdictions, in the event of an emergency confined to the jurisdiction. The Members may also contribute or advance public funds to the Authority for any of the purposes of the Agreement, including, but not limited to, provisions for the costs and expenses of administration of the Authority or costs and expenses incurred in connection with the Authority's activities. Payment of public 13 funds may be made to defray the cost of any such contribution. Such advance shall be made subject to repayment in the manner agreed upon by the contributing Member and the Governing Board at the time of making such advance. It is mutually understood and agreed that none of the Members is obligated to make advances or contributions to the Authority. The Members may allow use of personnel, property or equipment in lieu of other contributions or advances to the Authority. Upon termination of the Agreement pursuant to Article XIV, any surplus money in possession of the Authority shall be returned to the Members in accordance with the provisions of the second paragraph of Article XIV. ARTICLE X BUDGET The Board shall adopt an annual budget as soon as practical for the first Fiscal year and not later than thirty days prior to the beginning of each Fiscal year thereafter. such budget will be made consistent with the funding .abilities of the Members and in accordance with the following guidelines: A. The formula for contributions by each Member shall be established in the bylaws. This formula may be modified by a vote of two - thirds of all the Representatives, provided that annual budgeting formulas may be changed by majority vote of the Governing Board. 14 B. Each Member's contribution at the execution of this Agreement is presented in Exhibit B, attached hereto and made a part hereof. C. Members who elect to withdraw from the Authority in accordance with Article XIII hereof prior to June 30, 1995, are subject to penalties not to exceed the withdrawing Member's contribution for the fiscal year in which the Member withdraws and one additional annual contribution based upon the withdrawing Member's current contribution rate, as established in the bylaws. D. Each Member shall bear the same proportion of the budget allocated for incidental expenses as that Member's contribution bears to all contributions, unless those expenses are directly attributable to one Member. In the latter case, the Member to whom such expenses are attributed shall bear the entire cost thereof. E. Each Member shall make its contribution, as determined above, to the Authority annually on August 1 of each fiscal year. F. If a Member is delinquent in making the contribution set forth in Subparagraph E, and the Authority cannot meet its financial obligations as a result thereof, the 15 Authority may borrow such funds as is necessary to meet the Authority's financial obligations not to exceed the delinquent amount. The delinquent amount plus finance charges and administrative expenses incurred in order to obtain any loan authorized under this Subparagraph will be charged to the delinquent Member. G. Formulas for determining the contributions of the Members may be modified by a vote of two - thirds of all the Representatives. Annual budgeting changes may be made by majority vote of the Governing Board. In the event an annual budgetary change increases a Member's contribution, such change shall also be subject to the Member's concurrence. ARTICLE XI ANNUAL AUDIT AND REVIEW The Governing Board shall provide for strict accountability of all funds and report of all receipts and disbursements and shall cause an annual financial audit of the accounts and records and performance of other duties as required by law to be made by the Auditor /Controller or a certified public accountant in compliance with California Government Code Sections 6505 and 6505.5 or 6505.6 with respect to all receipts, disbursements, other transactions, and entries into the books of the Authority. The minimum requirements of the audit shall be those prescribed by the State 16 Controller for special districts under Government Code Section 26909 and shall conform to generally accepted auditing standards. A report of each audit shall be filed as a public record with each of the Members and also with the county auditor of the county in which each of the Members is located. The report shall be filed within twelve months of the Fiscal Year under examination. The Authority shall pay all costs of such financial audits, which costs shall be expenses of the Program. ARTICLE XII ESTABLISHMENT AND ADMINISTRATION OF FUNDS Funds of the Authority may be commingled for investment and administration purposes, except as may be provided by the Governing Board from time to time. The Treasurer /Depositary shall draw warrants to pay demands against the Authority when the demands have been approved in writing by the Auditor /Controller. All funds or other property acquired by the Authority as a result of this Agreement shall be paid and disbursed as provided in resolutions of the Governing Board. ARTICLE XIII WITHDRAWAL AND EXPULSION A majority of the Members may expel any Member at any time for 17 material breaches of this Agreement. Any Member may at any time withdraw from this Agreement upon five (5) years written notice to the other Members. The withdrawal or expulsion of any Member after the inception of its participation in the Program shall not terminate its responsibility for obligations incurred by the Member or by the Authority prior to the Member's withdrawal date. No withdrawing Member shall be entitled to any distribution of property or funds of the Authority. ARTICLE XIV TERMINATION This Agreement shall continue until terminated. This Agreement may be terminated by vote or written consent of a majority of the Representatives; provided, however, that this Agreement and the Authority shall continue to exist for the purposes of disposing of all claims, the distribution of assets, and any other functions necessary to conclude the affairs of the Authority. After completion of the Authority's purposes, any surplus money on deposit in any fund or account of the Authority shall be returned in proportion to the contributions made in accordance with Article IX of this Agreement as required by Section 6512 of the 18 California Government Code. The Governing Board is vested with all powers of the Authority for the purpose of concluding and dissolving the business affairs of the Authority. ARTICLE XV NEW MEMBER With the approval of a two-thirds majority of the Membership, any qualified public agency (as defined in Section 6500 of the California Government Code) may become a party to this Agreement. A public agency requesting membership shall apply by presenting to the Authority a resolution of the public agency approving this Agreement. The date that the applying public agency will become a Member will be determined by the Governing Board. ARTICLE XVI LIABILITY OF THE AUTHORITY Funds of the Authority may be used to defend, indemnify and hold harmless, any Member, any member of the Governing Board and any employee of any Member for their actions taken within the scope of their duties while acting on behalf of the Authority. ARTICLE XVII NOTICES Notices under this Agreement shall be sufficiently given and shall be deemed given when delivered or mailed by first class mail, postage prepaid, or sent by telegram, telecopier or telex, 19 addressed to the parties as follows: The City of West Sacramento P.O. Box 986 West Sacramento, CA 95691 The City of Rocklin P.O. Box 1138 Rocklin, CA 95677 The City of Vallejo 555 Santa Clara St. Vallejo, CA 94590 The City of Alameda 2263 Santa Clara Ave. Alameda, CA 94590 The City of Roseville 401 Oak Street, Office 404 Roseville, CA 95678 The City of San Leandro 835 East 14th Street San Leandro, CA 94577 The Solano County Assessor 600 Texas Street Fairfield, CA 94533 The County of Yolo 625 Court Street Woodland, CA 94595 The above parties may, by notice given hereunder, designate any further or different addresses to which subsequent notices or other communications shall be sent. Notices of new Members shall be sufficiently given when delivered in the manner described above to the address indicated in the amendment to this Agreement adding such new Member. ARTICLE XVIII AMENDMENTS TO THIS AGREEMENT This Agreement may be amended at any time by unanimous written consent of the Members. 20 ARTICLE XIX SEVERABILITY Should any portion, term, condition or provision of this Agreement be decided by a court of competent jurisdiction to be illegal or in conflict with any law of the State of California, or be otherwise rendered unenforceable or ineffectual, the validity of the remaining portions, terms, conditions and provisions shall not be affected thereby. ARTICLE XX SUCCESSORS AND ASSIGNMENT The Agreement shall be binding upon and shall inure to the benefit of the successors of the Members. Except as expressly provided herein, no Member may assign any right or obligation hereunder without the consent of the other members. ARTICLE XXI AGREEMENT COMPLETE The foregoing constitutes the full and complete Agreement of the parties. There are no oral understandings or agreements not set forth in writing herein. ARTICLE XXII GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of California. 21 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. THE CITY OF WEST SACRAMENTO Executed before me this By: day of , 1990. Title: Clerk of the City of West Sacramento THE CITY OF VALLEJO Executed before me this By: day of , 1990. Title: Clerk of the City of Vallejo THE CITY OF ALAMEDA Executed before me this By: day of , 1990. Title: Clerk of the City of Alameda THE CITY OF ROSEVILLE Executed before me this By: day of , 1990. Title: Clerk of the City of Roseville 22 THE CITY OF SAN LEANDRO Executed before me this By: day of , 1990. Title: Clerk of the City of San Leandro The Solano County Assessor Executed before me this By: day of , 1990. : Title. Clerk of the County of Solano The County of Yolo Executed before me this By: day of 1990. Title: Clerk of the County of Yolo :\ppcov ds to fd Yi¢ C{T' 4;7-TORN 23