HomeMy WebLinkAboutRegional Cooperative Care Partnership - Regional Cooperative Care Partnership Dissolution - 2025 0
AGREEMENT AMENDING AND TERMINATING THE REGIONAL
COOPERATIVE CARE PARTNERSHIP("RCCP")JOINT EXERCISE OF
POWERS AGREEMENT AND DISSOLVING THE RCCP
This Agreement Amending and Terminating the Regional Cooperative Care Partnership
("RCCP") Joint Exercise of Powers Agreement and Dissolving the RCCP ("Agreement") is
dated this _ day of , 2025, for reference purposes only, and is entered into by and
among the City of El Cajon ("El Cajon"), the City of La Mesa("La Mesa"),the City of Lemon
Grove ("Lemon Grove"), the City of National City ("National City"), and the San Miguel
Consolidated Fire Protection District, including the area formally known as the East County Fire
District("San Miguel") (each individually a"Party"and collectively the"Parties").
RECITALS
A. The RCCP was created by the Alpine Fire Protection District, a special district,
the Bonita Sunnyside Fire Protection District, a special district, the City of La Mesa, a general
law city and municipal corporation, the City of Lemon Grove, a general law city and municipal
corporation,the City of Imperial Beach, a general law city and municipal corporation,the City of
National City, a general law city and municipal corporation, and the San Miguel Consolidated
Fire Protection District, a special district, pursuant to a Joint Exercise of Powers Agreement
dated as of July 1, 2012 ("JPA Agreement") for the purposes of, among other things,
consolidating, sharing and funding pre-hospital emergency medical services.
B. The JPA Agreement permits members to withdraw and new members to join and
further provides that new members become parties to the JPA Agreement, entitled to all the
rights and obligations of members.
C. The RCCP members presently consist of the Parties to this Agreement: El Cajon,
La Mesa, Lemon Grove, National City, and San Miguel, each and every one of which agree and
do not dispute that the Parties are presently the only parties to the JPA Agreement and the only
current members of RCCP.
D. The Parties unanimously agree to amend and terminate the JPA Agreement and
dissolve RCCP pursuant to the terms and conditions set forth herein.
E. The Parties wish to authorize the RCCP's agents to take additional steps
necessary to ensure RCCP's dissolution, including termination of outstanding contracts,
cancellation of permits, and providing notices to required agencies.
AGREEMENT
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions
hereinafter stated the Parties agree as follows:
Section 1. Recitals. The Recitals above are true and correct and are hereby
incorporated into the terms of this Agreement as though fully set forth herein.
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Section 2. Amendment. The JPA Agreement is hereby amended to add Section 20 to
read as follows:
Section 20. Liabilities of RCCP. Pursuant to Government Code Section
6508.1, the debts, liabilities, and obligations of RCCP shall not be the debts, liabilities, and
obligations of the Members or their respective officials, officers, employees or agents.
Section 3. Termination. The Parties hereby agree to terminate the JPA Agreement
and thereby dissolve RCCP pursuant to Section 9 of the JPA Agreement effective as of
December 31, 2025 ("Termination Date"). Notwithstanding the termination of the JPA
Agreement, the Parties agree to comply with the terms and conditions set forth in this Agreement
with regard to post-termination activities as set forth herein.
Section 4. Assets. RCCP's remaining assets shall be distributed as provided in this
Section 4 and the Parties agree to accept such assets subject to the conditions set forth below. In
no event shall assets be transferred to Parties until all means of collecting any monies due to
RCCP are exhausted and all RCCP debts are retired.
a. Cash. Prior to dissolution, RCCP shall reserve a contingency in the
amount of$5,000 with legal counsel ("Contingency Funds") which funds shall be used to pay
for post-termination dissolution costs as described herein. On the Termination Date, all RCCP
funds, other than Contingency Funds, contained in its cash account(s) shall be allocated among
National City, on the one hand, and El Cajon, La Mesa, Lemon Grove, and San Miguel (the
"Remaining Parties"), on the other hand, according to the following percentages (each a
"Percentage Allocation"):
Party Percentage Allocation
National City Allocation 50%
Remaining Parties Allocation 50%
The Remaining Parties Allocation
(in other words,the 50%
Percentage Allocation set forth
above) shall be divided according
to the following percentage
allocations:
La Mesa 30.33%
Lemon Grove 9.43%
El Cajon 21.29%
San Miguel 38.95%
After the Termination Date, any receivables (revenue receipts) deposited into RCCP's account
shall be promptly distributed among Parties according to their Percentage Allocation set forth in
this Agreement.
b. Pro e . All items identified on the Property List incorporated herein as
"Attachment A" (the "Property") shall transfer to National City. All Property is transferred, and
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National City accepts such Property, "as-is" and "where-is" with all faults and without warranty
or guarantee of any kind. National City assumes sole and complete responsibility for the
Property upon transfer, all risk of defect and existing conditions, tort liability and compliance
with any and all federal, state and local laws, regulations, rules, orders or ordinances relating to
the condition and use of the Property, including Hazardous Materials Laws, for incidents and
occurrences after the time of transfer. National City acknowledges that in taking the Property
"as-is," it does so with any and all latent and patent defects and that there is no warranty by
RCCP that the Property is fit for any particular purpose. National City further acknowledges that
it is not relying upon any representation, statement or other assertion with respect to the
condition of the Property, and that it has the opportunity to and is relying upon its own
examination and investigation of the Property. National City waives any and all claims it may
have against RCCP and any Party that relates to the Property, except for claims that occurred
prior to the transfer.
C. Documents and Materials. The Parties each acknowledge that they have
received copies of documents and other materials prepared by RCCP and its consultants, and that
any records or personal property currently in the possession of the Parties related to the
administration or work of the Authority shall remain in their respective possession and become
their property upon termination.
Section 5. Authorized Officer. RCCP's legal counsel, Adriana Ochoa of Snell &
Wilmer LLP, and its contractor, Global Medical Response — San Diego, or each of their duly
delegated representatives (each an "Authorized Officer"), acting alone or together, is/are
responsible for executing the closure related activities set forth herein and is/are hereby
authorized and directed to take or cause to be taken all such other actions as may be required to
fulfill the purposes of this Agreement including but not limited to: (1) preparation and filing of
the appropriate filings with State and local agencies; (2) making final payment for any amounts
payable by RCCP under the JPA Agreement and its approved budget through the date of
termination; (3) ensuring that reasonable insurance exists following termination; and
(4)whatever other final actions are required to memorialize or perfect the termination and
dissolution of the RCCP.
Section 6. Obligations. The Authorized Officer(s) shall take actions necessary to
discharge and terminate RCCP's remaining contractual or other obligations, including any
contracts for services, by no later than the Termination Date. The Authorized Officer(s) shall
take action to ensure that RCCP satisfies any and all of its remaining debts, liabilities and
obligations by no later than the Termination Date. Any such debts, liabilities and obligations of
RCCP shall not constitute debts, liabilities or obligations of any Party, except as expressly
provided in Section 7.
Section 7. Accounting and Surplus. As soon as reasonably practicable, but by no
later than the Termination Date, RCCP's final financial records will be prepared. Any assets
remaining after Contingency Funds are applied shall be first applied to pay dissolution
obligations as described in Section 6, then any surplus money shall be promptly returned to the
Parties based on their respective Percentage Allocation. In the event RCCP's funds are
insufficient to pay RCCP's obligations after the Termination Date,the Authorized Officer(s) will
invoice each Party for such final costs according to their respective "Contribution Allocation"
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set forth in Attachment B, attached hereto and incorporated herein, which the Parties shall pay
within 30 days of receipt. The Parties hereby agree to waive the preparation of annual audit
reports for Fiscal Years 2024-2025 and 2025-2026, including a certified audit of all receipts and
disbursements, and each Party hereby releases each and every other Party from any and all
claims or whatsoever nature by which such Party may have against another Party arising out of
or by virtue of the Authority or the JPA Agreement.
Section 8. Cancellation of Permits. The Authorized Officer(s) shall take actions
necessary to cancel RCCP's remaining governmental permit(s), if any, by no later than the
Termination Date.
Section 9. Notices. The Authorized Officer(s) shall provide timely notification of
RCCP's termination to necessary employees, vendors, the California Secretary of State,
including, as applicable, pursuant to Government Code sections 6503.5 and 6503.6 and 53051,
and any other persons or entities requiring notice.
Section 10. Default and Delinquency. Any Party failing to pay an amount due under
this Agreement shall bear interest on the unpaid amount at the rate of ten percent (10%) per
annum, or the maximum rate allowed by law if it is less than ten percent(10%)per annum, until
the overdue amount is paid in full.
Section 11. Survival of Pre-Termination Defense and Indemnification
Obligations.The Parties hereby acknowledge and agree that, notwithstanding the termination of
the JPA Agreement, certain defense, indemnification and hold harmless obligations shall survive
pursuant to Section 15 of the JPA Agreement.
Section 12. Adequate Consideration. The Parties hereto irrevocably acknowledge
and agree that they have each received adequate and independent consideration for the
performance of the obligations they have undertaken pursuant to this Amendment.
Section 13. Severability. If any portion of this Amendment is declared invalid, illegal,
or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall
continue in full force and effect.
Section 14. Integration. This Amendment represents the entirety of the Parties'
understanding relating to the subject of this Amendment, including written or verbal
communications between the Parties, which shall have no relevance unless expressly
incorporated herein. This is an integrated amendment.
Section 15. Counterparts. This Amendment may be executed by the Parties in
separate counterparts, each of which when so executed and delivered shall be an original, but all
such counterparts shall together constitute but one and the same instrument.
[signature page follows]
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IN WITNESS WHEREOF, the Parties hereto hereby memorialize their agreement to
the terms set forth herein by executing this Agreement as of the date last set forth below. IT IS
SO AGREED.
SAN MIGUEL CONSOLIDATED FIRE CITY OF EL CAJON
PROTECTION DISTRICT,INCLUDING
THE AREA FORMALLY KNOWN AS
THE EAST COUNTY FIRE DISTRICT
BY:
BY:
TITLE:
TITLE:
DATED:
DATED:
CITY OF NATIONAL CITY CITY OF LEMON GROVE
Y. —A BY:
B BY:
TITLE: //IY Oy'�-- TITLE:
DATED: �I/Z'a/ ZO DATED:
CITY OF LA MESA
BY:
TITLE:
DATED:
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ATTACHMENT A
PROPERTY LIST
Item Amount
Ford Explorer 1
HP laptop 1
HP laptop 1
HP laptop 1
HP screens 4
HP screens 4
keyboard and mouse 1
Keyboard and mouse 2
Webcam 1
Webcam 1
Corner desk and unit 1
computer desk adjustable height I
computer,screens,mouse&keyboard 1
misc office equipment
HP Printer 1
metal shelves 2
wooden shelves 1
mini cannon printer 1
Trophy 1
Box of meds
Box of IV meds
Compression SmartMan 1
Resuci Junior 1
computer keyboard 1
Versaflo respirator 2
external DVD/CD player 1
Radio 2
Training computer for Smartman 1
Baby Smartman and computer 1
Smartman legs 1
Rhythm generator 1
Zoll training ads 21
AED trainers 2
Orange trauma case 1
Airway box 1
IO arm 1
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ATTACHMENT B
CONTRIBUTION ALLOCATION
La Mesa=23.41%
Lemon Grove=7.27%
El Cajon= 16.42%
San Miguel=30.06%
National City=22.84%
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