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C13-25 Joint Powers Agreement For Riverside Mid County C.L.E.T. /M.S.S. System Placement tt#5) AMENDMENT TO JOINT POWERS AGREEMENT FOR RIVERSIDE MID-COUNTY C.L.E.T.S./M.S.S. SYSTEM PLACEMENT THIS AMENDMENT TO THE JOINT POWERS AGREEMENT FOR RIVERSIDE MID-COUNTY C.L.E.T.S./M.S.S. SYSTEM PLACEMENT ("Amendment") by and between the CITY OF BANNING ("Member Agency") and the CITY OF BEAUMONT("Member Agency")is effective as of the 4th day of September,2013. RECITALS A. Member Agencies entered into a Joint Powers Agreement for C.L.E.T.S/M.S.S. access dated July 28, 1992 ("Agreement") whereby Member Agencies agreed to share the costs of the JPA based on a Per-Capita formula. B. Member Agencies now desire to amend the Agreement to change the shared cost method from a Per-Capita formula to a Per-Pneumonic formula. The remainder of the original agreement shall not be modified. TERMS 1. Contract Changes. The Agreement is amended as provided herein. ARTICLE XIII—DEPOSITS AND OPERATING COSTS B. PER-PNEUMONIC FORMULA The calculation of funds to be assigned or distributed to Member Agencies will be based on the following formula: 1. Per-Pneumonic formula based upon the annual JPA operational cost divided by the total number of Pneumonics in the WA and then multiplied by the number of Pneumonics assigned to each Member Agency for use. 2. Costs for Pneumonics held in reserve and not specifically assigned to a Member Agency will be equally shared by all Member Agencies. D. OPERATING COSTS The Association's operating costs shall be billed to the Member Agencies on a semi-annual basis upon the same Per-Pneumonic basis and shall be due and payable within thirty(30)days of billing. 2. Continuing Effect of Agreement. Except as amended by this Amendment, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after S . the date of this Amendment, whenever the term"Agreement" appears in the Agreement, it shall mean the Agreement,as amended by this Amendment to the Contractual Services Agreement. 3. Affirmation of Agreement; Warranty Re Absence of Defaults. Member Agencies each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each Member Agency represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each Member Agency represents and warrants to the other that the Agreement is currently an effective,valid and binding obligation. 4. Adequate Consideration. The Member Agencies hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the changes stipulated in this Amendment. 5. Authority. The persons executing this Agreement on behalf of the Member Agencies hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Member Agency, (iii) by so executing this Agreement, such Member Agency is formally bound to the provisions of this Agreement, and (iv)the entering into this Agreement does not violate any provision of any other Agreement to which said Member Agency is bound. IN WITNESS WHEREOF,the Member Agencies hereto have executed this Agreement on the date and year first-above written. Member Agency: Member Agency: CI .,y�,;`AUMONT,a municipal CITY OF BANNING,a municipal ecorp• .ration o tion'�ift. q 4/. �� , I-/-/3 , ce /'ef of ' •lice A di! / ',' /-4/4.3 DY-,3 • . ' ' . ont Representative City of Banning Representative Mid-County Agencies WA Proposed FY 13-14 Budget FY12-13 FY 13-14 Maintenance: Level II Magus Software $ 15,391 (181 mne) $ 12,763(106 mne)' Journal System $ 5,341 $ 5,447 Journal Billing/Stats: $ 674 $ 688 Stratus 2400 ftServer $ 7,271 $ 7,609 Cisco Router(Quest maint.plan) $ 579 $ 617 Subtotal: $29,256 $27,124 Phone Service: Annual CLETS Fee(DOJ) $ 7,508 $7,508 Verizon $ 5,772 $5,772 AT&T $ 4,295 $4,295 Subtotal: $ 17,575 $ 17,575 Administration: City of Banning Services $ 6,000 $ 2,0002 Hardware: Misc.&Parts Repair $ 0 $ 0 New Mnemonics Licenses: $ 2,448 $ 0 Staff Training: $ 0 $ 0 FY 12-13 Budget $ 55,279 FY 13-14 Budget $46,699 As of December 2012,the Hemet Police Department is no longer a member of the JPA. Increases in the proposed FY 13-14 JPA budget, listed above, are based on vendor increases for the Journal System, Journal Billing/Stats,Stratus 2400 ftServer,and Cisco Router maintenance plan. The FY 13-14 JPA annual member costs have been changed to a new formula(See Below). Participating agencies will be billed based on the annual cost of the JPA divided by the number of pneumonics assigned to the WA and then multiplied by the number of pneumonics assigned to each Member Agency. The maintenance cost of the available pool of pneumonics,currently seven(7),will be shared evenly by participating agencies. Subsequently,the City of Beaumont's annual cost under the new formula will be$23,129 and the City of Banning's will be$23,570. The estimated JPA Reserve Fund will have approximately$12,000 remaining at the end of the current fiscal year. NEW FORMULA: Annual Cost of JPA($46,699)- Number of Pneumonics in JPA(106) = JPA Cost per Pneumonic($440.56) JPA Costs per Pneumonic($440.56)X Number of Pneumonics assigned to Member agency Beaumont(52.5)3 Banning(53.5)4 1 Pneumonic Assignments-Banning PD(50) Beaumont PD(49) Shared Inventory&Available for Assignment(7) 2 Administrative fee covers annual costs by Banning PD to manage the JPA budget and maintain JPA equipment and service. 3 Additional 3.5 Pneumonics are half of shared pool of Pneumonics maintained by JPA and ready for immediate deployment. 4 Additional 3.5 Pneumonics are half of shared pool of Pneumonics maintained by JPA and ready for immediate deployment Mid-County Agencies WA Proposed FY 13-14 Budget FY12-13 FY 13-44 Maintenance: Level II Magus Software $ 15,391 (181 mne) $ 12,763(106 mne)1 Journal System $ 5,341 $ 5,447 Journal Billing/Stats: $ 674 $ 688 Stratus 2400 ftServer $ 7,271 $ 7,609 Cisco Router(Quest maint.plan) $ 579 $ 617 Subtotal: $29,256 $27,124 Phone Service: Annual CLETS Fee(DOJ) $ 7,508 $7,508 Verizon $ 5,772 $5,772 AT&T $ 4,295 $4,295 Subtotal: $ 17,575 $17,575 Administration: City of Banning Services $ 6,000 $ 6,000 Hardware: Misc.&Parts Repair $ 0 $ 0 New Mnemonics Licenses: $ 2,448 $ 0 Staff Training: $ 0 $ 0 FY 12-13 Budget $ 55,279 FY 13-14 Budget $50,669 As of December 2012,the Hemet Police Department is no longer a member of the JPA. Increases in the proposed FY 13-14 JPA budget, listed above, are based on vendor increases for the Journal System, Journal Billing/Stats,Stratus 2400 ftServer,and Cisco Router maintenance plan. The FY 13-14 JPA cost for each agency is established on a Per Capita formula,which is based upon the percentage of each agencies population to the total population of the members for the current and previous year's population numbers obtained through the California Department of Finance. Beaumont's cost this coming fiscal year will be$28,711 and Banning's will be$21,958. Please see the attached spreadsheet for the cost breakdown by city. The estimated JPA Reserve Fund will have approximately$12,000 remaining at the end of the current fiscal year. 1 The reduced number of pneumonics represents Hemet's departure from the JPA in December 2012. a � I � z' 0 , N co 10 40 .4.0- -',- D rt , c+) CD M co e' en ,ti O O Y 3 i*- 4 r N- CO n. !- C) et ! ' u. y ` co co en 70 v. C N - r O q a• luo E ° >.csi d' "Y V o o amN a 'co m M -NO U4 a' G N d ° E k } O t0 13 {6 ; O 0 '' ego M ar. 17+ e. F COOs C C o as t0 Q en C N m O 0 < N 0 CO O � '1" a)0 3e' c U 0 a` . `: +m, 3 C m c m co co N E :. d (� E o W l, x N C UJ -a-) t6 O = V �+ V 0 0 .O F N 2 n. o , ,; fr 0 o 0 co a z W N C V) 0) �' g >- u- 2 C 0,-, ` &�� �" m m = u- — 0 < U '.,,,,,. Aas N E st O c 4 ORIGINAL 1 JOINT POWERS AGREEMENT FOR RIVERSIDE MID-COUNTY 2 C.L.E.T.S./M.S.S. SYSTEM PLACEMENT 3 This Agreement is made by and among the undersigned public entities 4 (hereinafter "Member Agencies") all of which are public entities 5 organized and operating under the laws of the State of California 6 or under the authority of the United States government. This 7 Agreement may be executed in counterparts with an original copy for 8 each Member Agency without the necessity for one original with a 9 lengthy signature portion. A fully executed and sealed copy of 10 each original for each Member Agency shall be provided to the City 11 Clerk of the City of Banning. 12 13 RECITALS 14 15 1. WHEREAS, the Regional California Law Enforcement 16 Telecommunications System/Message Switching System (hereinafter 17 "CLETS/MSS" ) came into being during the existence of the Office of 18 Criminal Justice Planning Region's locally operated headquarters in 19 Riverside County; and 20 21 2. WHEREAS, the local headquarters in Riverside County no 22 longer can provide necessary services to local agencies at a 23 reasonable cost; and 24 25 3. WHEREAS, certain law enforcement agencies within 26 Riverside County have a need for the Regional CLETS/MSS to continue 1 1 to exist as an entity; and 2 3 4 . WHEREAS, the Regional CLETS/MSS hardware and software 4 need to be replaced; and 5 6 5. WHEREAS, California Government Code Sections 6500-6516 7 authorize the joint exercise of powers among public agencies 8 towards a common goal pursuant to a joint powers agreement. 9 10 NOW, THEREFORE, the undersigned, by, between and among 11 themselves, in consideration of the mutual benefits and agreements 12 set forth below, hereby agree as follows: 13 14 ARTICLE I 15 • PURPOSES 16 17 This Agreement is entered into by Member Agencies pursuant to 18 the provisions of California Government Code Section 6500 et seq. , 19 to: 20 A. Jointly purchase the equipment, software, materials, 21 supplies and professional services which may be necessary to 22 establish a CLETS/MSS to service the Member Agencies. 23 B. Provide a forum for member agencies to provide 24 recommendations and comments to the technical advisor representing 25 the City of Banning and to assist in the development of rules and 26 regulations governing the on-going participation of the Member 2 1 Agencies in the CLETS/MSS Mid-County network (hereinafter 2 "M.S.S.") . 3 4 C. Establish a procedure for the upkeep of the of the 5 CLETS/MSS Mid-County system network and the on-going maintenance of 6 the equipment and software. 7 8 D. To provide, to the extent permitted by law, for the 9 inclusion at a subsequent date of such additional public entities 10 which are organized and existing under the laws of the United 11 States or laws of the State of California as may desire to become 12 Member Agencies. 13 14 E. To provide for the removal of Member Agencies for cause 15 or upon request. 16 17 ARTICLE II 18 DEFINITIONS 19 20 Unless the context otherwise requires, the following terms 21 shall be defined as herein stated: 22 23 A. "Association" shall mean the "Association for Riverside 24 Mid-County Agencies CLETS/MSS .System Regional Network Placement and 25 Maintenance" created by this Agreement. 26 3 1 B. "Local CLETS Advisory Committee" or "Committee" shall 2 mean the governing body of the Association. 3 4 C. "Deposit" shall mean the estimated amount determined by 5 the Committee for each Member Agency necessary to fund the 6 placement of the Riverside Mid-County CLETS Network. 7 8 D. "Member Agency" shall mean any of the public entities 9 which are a party to this Agreement. 10 11 E. "Fiscal Year" shall mean a period of time as defined in 12 Article X, to be used in determining Deposits. 13 14 F. "Operating Costs" shall be the actual cost to the City of 15 Banning to operate and maintain the CLETS/MSS network for the 16 member agencies. Such costs shall be reviewable by the Committee 17 solely at the Committee's discretion. 18 19 C. "Technical Advisor" shall be an individual appointed by 20 the City of Banning with the approval of the Member Agencies. 21 22 ARTICLE III 23 PARTIES TO AGREEMENT 24 25 Each party to this Agreement certifies that it hereby 26 contracts with all other parties who are signatories of this 4 • 1 Agreement and, in addition, with such other parties as may later be 2 added as parties to this Agreement pursuant to Article XIV. Each 3 party to this Agreement also certifies that the deletion of any 4 party from this Agreement, pursuant to Article XV or XVI, shall not 5 affect this Agreement or the remaining parties' intent to contract 6 as described above with the remaining parties to the Agreement. 7 8 ARTICLE IV 9 TERMS 07 AGREEMENT 10 11 This Agreement shall become effective as to such member agency 12 when approved and executed by that Member Agency. This agreement 13 shall continue in full force until terminated in accordance with 14 Article XVII. 15 16 ARTICLE V 17 POWERS OF THE ASSOCIATION 18 19 A. Administration. It is not the intent nor the purpose of 20 this Agreement to create an agency which is a separate and distinct 21 legal entity from the Members Agencies pursuant to Government Code 22 Section 6503.5. This Agreement shall be administered by the City 23 of Banning, acting through its Chief of Police with the advice and 24 concurrence of the Committee. 25 26 B. Contracts. The Association is authorized, acting through 5 1 the City of Banning, to do all acts necessary to fulfill the 2 purposes of this Agreement as referred to in Article I. The City 3 of Banning, through its regular procedures, on behalf of the 4 Association, may purchase, lease, own, use or dispose of property 5 and equipment and make and enter into contracts, employ personnel 6 as may be required to effectuate the purposes of the Agreement. 7 Any property, equipment or interest in property purchased or 8 obtained by the City of Banning using Association funds or obtained 9 by the City of Banning pursuant to the purposes of this Agreement 10 shall be held in trust by the City of Banning for the Association 11 and devoted solely to uses consistent with the purposes of the 12 Agreement. Upon dissolution of the.Association pursuant to Article 13 XVII, all property held in trust by the City of Banning shall be 14 distributed in accordance with the terms of Article XVII. Any 15 valid contract entered into pursuant to this Agreement solely for 16 the purposes of effectuating the goals of this Agreement shall be 17 executed by the City of Banning, as trustee for the Association, 18 and shall be payable solely from the funds deposited with the 19 Association Treasurer (hereinafter "Treasurer") pursuant to this 20 Agreement. 21 ARTICLE VI 22 MEMBER AGENCY 23 24 A. MEMBER AGENCY - RESPONSIBILITIES 25 The Member Agencies shall have all of the following 26 responsibilities: 6 1 1. To vote for representatives to the Committee. 2 3 2. To pay deposits in accordance with Article XIII hereof 4 promptly to the Association when due; and 5 6 3. To pay its share of the Operating Costs as determined in 7 accordance with Article XIII. 8 9 4. To provide the Association all data and other information 10 as may be necessary to carry out the purposes of this Agreement. 11 12 5. To cooperate with and assist the Association in all 13 matters relating to this Agreement and to comply with the rules and 14 regulations and all policies and procedures adopted by the 15 Committee. 16 ARTICLE VII 17 ,OC,AL CLETS ADVISORY COMMITTEE 18 19 The Committee shall govern the affairs of the Association. 20 The Committee shall be comprised of one person from each Member 21 Agency. Such person shall be an employee of the Member Agency. 22 23 From time to time the Chief of Police of the City of Banning shall 24 designate a member of the Committee as Treasurer. The Treasurer 25 shall be an ex-officio employee of the City of Banning. 26 7 1 one member of the Committee shall act as the Administrative liaison 2 with the Department of Justice. 3 4 Each Member Agency shall have a vote in the selection of four at- 5 large Committee Members. 6 7 The terms of the ex-officio members shall be on-going with any 8 vacancy being filled by the Chief of Police as the case may be. 9 10 Each of the four at large members of the Committee shall serve a 11 term of two years. 12 13 The Committee, at its first regularly scheduled meeting, shall 14 select a member to act as Chair and a member to act as Secretary. 15 • 16 ARTICLE VIII 17 MEETINGS AND RECORDS 18 19 A. COMMITTEE MEETINGS 20 The Committee shall fix the date, hour and place at which each 21 regular meeting is to be held. The first meeting of the Committee 22 shall be called by the Treasurer designee of the City of Banning at 23 a time and place of mutual convenience. Regular meetings shall be 24 held not less than once each fiscal year. Special meetings may be 25 called by the Chairman or upon written request of at least two 26 members of the Committee. Notice of such special meetings shall be 8 1 delivered personally or by mail to each Committee Member at least 2 seven days before such meeting. 3 4 B. RECORDS 5 6 The Secretary shall keep or have kept minutes of all regular, 7 adjourned regular and special meetings of the Committee. The 8 minutes shall be approved within thirty five (35) days following 9 each of such meetings. As soon as possible after approval of such 10 minutes, the Secretary shall forward a copy of the minutes to each 11 Member Agency. 12 13 No business may be transacted by the Committee without a 14 quorum of its members being present. A quorum shall consist of a 15 majority of its members. Except as otherwise provided in this 16 Agreement, a simple majority of the members present and voting must 17 vote in favor of a motion to approve it. An abstention must be for 18 cause stated in the record. An abstention shall not be considered 19 as an affirmative vote. 20 21 , ARTICLE IX 22 ADMINISTRATIVE POLICY AND PROCEDURES 23 24 As soon as practicable after the first meeting of the 25 Committee, and within the first twelve (12) months of the 26 Association's existence, the Committee shall review the "CLETS 9 1 OPERATING POLICIES, PRACTICES AND PROCEDURES (October 1986 2 revision) hereinafter "Operating Policies" (attached hereto and 3 designated as Exhibit "B") for consistency with applicable state 4 and federal laws and this Agreement. Upon the completion of such 5 review, the "Operating Policies" shall become the document which 6 governs the day-to-day operations of the. CLETS/MSS network system. 7 Each Committee member shall receive a copy of any Operating 8 Policies developed under this article. Thereafter, the Committee 9 may adopt additional policies and procedures or change existing 10 ones so long as they shall be and remain consistent with both 11 applicable law and with this Agreement. The Secretary shall 12 promptly send to each Member Agency each policy and procedure 13 change promptly after its adoption by the Committee. 14 15 If necessary to regulate the conduct of its meetings, the 16 Committee may adopt and enact by-laws which may be changed from 17 time to time by a majority vote of all Committee members. 18 19 ARTICLE X 20 FISCAL YEAR 21 22 The first fiscal year of the Association shall be the period 23 from the date of this Agreement through June 30, 1993. Subsequent 24 fiscal years of the Association shall begin on July 1 and end on 25 June 30. 26 10 1 ARTICLE XI 2 ANNUAL AUDITS AND AUDIT REPORTS 3 4 The Committee shall cause an annual financial audit to be made 5 with respect to all receipts, disbursements, and other transactions 6 by a Certified Public Accountant. A report of such financial audit 7 shall be filed as a public record with each of the Member Agencies. 8 Such report shall be filed by October 1 or sooner as required by 9 law. All costs of such financial audit shall be paid by the 10 Association and shall be charged against the Member Agencies in the 11 same manner as all other administrative costs. 12 13 ARTICLE XII 14 ESTABLISHMENT AND ADMINISTRATION OF FUNDS 15 16 A. The Committee shall be responsible for strict accountability 17 of all funds and reports of all receipts and disbursements. It 18 shall comply with all provisions of law relating to the Association 19 funds, particularly Section 6505 of the California Government Code. 20 21 B. The Treasurer shall receive, invest, and disburse funds only 22 in accordance with the procedures established by this Agreement and 23 the Committee and in conformity with applicable law and with the 24 requirements of the City of Banning pursuant to Article X, section 25 B. 26 11 1 C. The Committee may, if it deems necessary, purchase and 2 maintain insurance, including public liability insurance, necessary 3 to protect the Association's investment in property and equipment 4 necessary for the purpose of this agreement. The cost of such 5 insurance shall be distributed on a pro-rata basis to Member 6 Agencies in accordance with the formula contained in Article XIII. 7 8 ARTICLE XIII 9 DEPOSITS AND OPERATING COSTS 10 11 A. DEPOSITS 12 13 The Deposit for each Member Agency shall be calculated and 14 paid as stated in a Schedule of Costs as determined by the 15 Committee. A "Preliminary Schedule of Estimated Costs" is attached 16 hereto as Exhibit "C"; upon its execution of this Agreement, each 17 Member Agency shall hereby be considered to have approved the 18 payment of a Deposit in the amount not to exceed the per Agency 19 estimate as listed on the attached Exhibit "C". Should the actual 20 amount necessary to fund the regional CLETS/MSS placement exceed 21 the preliminary schedulerof costs, an additional Deposit shall be 22 paid only after a review of the additional amount has been made by 23 the governing board or city council of the Member Agency. The 24 period of review shall not exceed forty five (45) days following 25 the date of submittal of such additional deposit for review by the 26 governingboard or City Council. 12 1 Should the Association receive deposit funds beyond those 2 which are necessary to fund the actual system placement, any such 3 excess funds shall be held by the Association and applied solely 4 toward future operating costs on a pro-rata per member basis until 5 fully expended. 6 7 B. PRO-RATA FORMULA 8 9 The calculation of funds to be assigned or distributed to 10 Member Agencies will be based on the following formula and on the 11 following defined terms: 12 13 1. Per Capita formula based upon the percentage of each 14 agencies population to the total population of the 15 members for the first two (2) years of operation. 16 2. Upon the completion of the first two (2) years the 17 Committee shall establish a new formula if deemed 18 necessary. 19 20 C. DEFINITION OF TERMS: 21 COMMON AMOUNTS: That portion of the network used to 22 support the operation of the computer network including 23 communications lines to remote locations. 24 25 AGENCY AMOUNTS: That portion of the network located within 26 the Member Agency for the purpose of transmitting and receiving 13 1 network messages. (These amounts will normally only be a factor in 2 purchase of equipment to support that agency. ) 3 4 STATION SHARE: An amount equal to two-thirds of the 5 Common Amounts divided by the network station count. 6 7 PER MESSAGE SHARE: An amount equal to one-third of the Common 8 Amounts divided by the network message count. 9 10 b. . OPERATING COSTS 11 12 The Association's Operating costs shall be billed to the 13 Member Agencies on a semi-annual basis upon the same pro-rata basis 14 and shall be due and payable within thirty (30) days of billing. 15 16 ARTICLE XIV 17 NEW MEMBERS 18 19 Prospective Member Agencies may apply for participation in the 20 Association and CLETS network as stated in the reference to 21 Operating Policies and applicable State law. 22 23 Admission to the Association requires approval of two-thirds 24 of the Agency Members and is conditioned upon the applicant 25 executing the Agreement and payment of a pro-rata share of the 26 Schedule of Costs as determined by the Committee. Membership shall 14 1 become effective upon the date established by the Committee. 2 3 ARTICLE XV 4 WITHDRAWAL 5 6 Any Member Agency of the Association who has been a member for 7 at least three full fiscal years may withdraw from its status as a • 8 member and as a party to the Joint Powers Agreement. The 9 withdrawal shall be effective only at the end of the fiscal year in 10 which' the request is made. The withdrawing Member Agency must 11 notify the Association in writing at least ninety (90) days prior 12 to the end of the fiscal year that it will withdraw from the 13 Association. 14 15 Upon voluntary withdrawal, a Member Agency shall not be 16 entitled to any reimbursement for its deposit, however, it shall 17 not remain obligated with respect to Operating Costs or the other 18 continuing obligations created by this Agreement incurred after the 19 effective date of withdrawal. 20 21 Upon any withdrawal by the City of Banning, the Committee 22 shall designate a Member Agency to take possession of the 23 Association property and funds and to manage the day to day 24 operation of the local CLETS/MSS system. 25 26 ARTICLE XVI 15 1 EXPULSION 2 3 The Association may expel any Member Agency, for cause, as a 4 participant in any program, or as a member of the Association, by 5 a two-thirds vote of all Member Agencies. 6 7 Such cause shall include, but is not limited to; failure to make 8 timely payment of deposits, failure to make timely payment of 9 assigned portions of operation expenses, suspension imposed by 0 CLETS for violation of CLETS operation policies, practices, and .1 procedures. .2 3 Upon the expulsion of any Member Agency, the expelled Member .4 Agency shall not be entitled to reimbursement for its Deposit, 5 however, it shall have no continuing obligation to pay operating 6 costs or other obligations created by this Agreement after the .7 effective date of the expulsion. The committee shall establish 8 procedures for the bringing of charges and of a right to be heard 9 by the charged member agency to such charges. 0 1 ARTICLE XVII 2 TERMINATION AND DISTRIBUTION 3 4 If the Committee determines that the public interest will not 5 be served by the continuance of the Association, it may, by a two- 6 thirds vote of all Member Agencies, order the Association 16 1 dissolved. If the decision to dissolve the association occurs 2 within 180 days of the end of a fiscal year, the actual dissolution 3 shall not occur until the end of the following fiscal year. 4 5 Upon termination of the Agreement, all assets of the 6 Association shall be distributed only among the Member Agencies 7 that have been participants in CLETS network, including any of 8 those members who previously voluntarily withdrew pursuant to 9 Articles XV and XVI of this Agreement, in accordance with and 10 proportionate to their Deposit and any payments made during the 11 term of this Agreement as their interests may appear. The 12 Committee shall determine such distribution within six months after 13 the last pending claim or contractual obligation entered into 14 pursuant to this Agreement has been finally paid. 15 16 The Committee is vested with all necessary powers of the 17 Association for the purposes of concluding and dissolving the 18 business affairs of the Association. 19 20 ARTICLE XVIII 21 _ NOTICES 22 23 Notices to Member Agencies under this Agreement shall be 24 sufficient if mailed to their respective addresses on file with the 25 Association. Notices to the Association shall be sufficient 26 if mailed to the address of the Association as contained in the 17 • r 1 Operating Policies. 2 ARTICLE XIX 3 PROHIBITION AGAINST ASSIGNMENT 4 5. No member Agency may assign any right, claim or interest it 6 may have under this Agreement, and no creditor, assignee or third 7 party beneficiary or any Member Agency shall have any right, claim 8 or title to any part, share, interest, fund, premium or asset of 9 the Association. 10 11 ARTICLE XX 12 AMENDMENTS 13 14 This Agreement may be amended by a two-thirds vote of the 15 Member Agencies provided that any amendment is compatible with the 16 purposes of this Agreement as determined by the Committee and has 17 been submitted to the Committee for such at least ninety (90) days 18 in advance. Any such amendment shall be effective immediately, 19 unless otherwise designated. 20 21 ARTICLE XXI 22 SEVERABILITY 23 24 Should any portion, term, condition or provision of this 25 Agreement be decided by a court of competent jurisdiction to be 26 illegal or in conflict of any law of the State of California, or be 18 1 otherwise rendered unenforceable or ineffectual, the validity of 2 the remaining portions, terms, conditions and provisions shall not 3 be affected thereby. 4 5 6 7 8 ARTICLE XXII 9 HOLD HARMLESS AND INDEMNIFICATION 10 • 11 The Member Agencies mutually agree and covenant to save free 12 and hold harmless and indemnify the City of Banning, its elected 13 officers and employees and any other Member agency, its elected 14 officer and employees from any claim, damage or liability in 15 connection with this Agreement or the Administration and operation 16 of the CLETS/MSS Mid-County network system which the City of 17 Banning or any other individual Member Agency may incur as a result 18 of this Association. This indemnification, when and if necessary, 19 shall be apportioned among the Member Agencies in accordance with 20 the formula described in Article XIII hereof for the calculation of 21 deposits. 22 23 ARTICLE XXIII 24 AGREEMENT COMPLETE 25 The foregoing constitutes the full and complete agreement of 26 the parties. There are no oral understandings or agreements not 19 t 1 L � 1 set forth in writing herein. Each of the parties will have on 2 record a Resolution from their respective governments ratifying the 3 term of the agreement, authorizing each Chief of Police as their 4 agent. 5 IN WITNESS WHEREOF, the parties hereto have executed the 6 Joint Powers Agreement in counterparts for the Mid-County CLETS/MSS 7 as of 7 , I12_ . 8 • 20