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HomeMy WebLinkAbout2012 CON Various Fire Agencies - Regional Cooperative Care ProgramJOINT EXERCISE of POWERS AGREEMENT THIS AGREEMENT, made and entered into the 1st day of July, 2012, by and among, 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, the SAN MIGUEL CONSOLIDATED FIRE PROTECTION DISTRICT, a special district, and any other agency or organization that agrees to become a party to this Agreement as provided for herein (collectively referred to herein as the "Members"), all of which are organized and/or existing under and by virtue of the Constitution and the laws of the State of California. W ITN ESSETH: WHEREAS, the Members are each empowered by law to each provide pre -hospital emergency medical services; and WHEREAS, the Members recognize a benefit to consolidating and sharing of administrative, training and oversight services related to the provision of pre -hospital emergency medical services, and that a public benefit will be established by the consolidating and sharing of such services; and WHEREAS, the Members have agreed to develop a permanent affiliation and organizational structure for the Regional Cooperative Care Partnership ("RCCP") for the purpose of the consolidating, sharing, and funding those services deemed by the Members to be within the scope of the RCCP; and WHEREAS, the Agencies are authorized to jointly exercise their powers pursuant to the provisions Article 1, Chapter 5, Division 7, Title 1, Sections 6500 through 6530, of the Government Code of the State of California. NOW, THEREFORE, the Members, for and in consideration of the mutual benefits, promises, and agreements set forth herein, AGREE as follows: Section 1. Purpose. A. This Agreement is made pursuant to California Government Code Section 6500, et seq., hereinafter referred to as the "Act," to permit the joint exercise of certain powers common to the Members. The purpose of this Agreement is to exercise these powers jointly by managing, maintaining, and operating those certain administrative, training, and oversight services related to the provision of pre -hospital emergency medical services to said Members. Such purpose will be accomplished and common powers exercised in the manner set forth in this Agreement. All pre-existing obligations, rights, and privileges of the Members shall continue hereunder, subject to the terms and conditions of this Agreement. Section 2. Term. A. This Agreement shall become effective as of the 1st day of July, 2012, and shall be binding upon all parties hereto, and shall thereafter continue in full force and effect as long as the number of Regional Cooperative Care Partnership Joint Powers Agreement 1 Members is not reduced below two (2), or until such time as the Members agree to terminate the Agreement, in the manner set forth in Section 8. Section 3. Personnel and Services A. The following services shall be performed under the supervision of the Board on behalf of the Members by personnel of one or more Members and/ or contractors, as designated by the Board, and the costs thereof shall be consolidated and shared among the Members as a shared cost pursuant to Section 6(B) of this Agreement: 1) Medical Director: • Approves all course content • Approves content of all written and skills examinations • Approves all instructors and teaching assistants • Assists with instruction and recruitment of physician instructors as needed • Serves as medical director for other educational programs including but not limited to ACLS, BTLS, CPR, PATS, NAIS, etc. • Assists in the provision of community education • Serves as chairperson of the Quality Improvement Committee • Over -sees an annual review of system clinical performance • Is available on an "as needed" basis for review of significant incidents • Supports and consults in regards to on -going research studies • Ensures the development and maintenance of high quality education, training, and quality improvement programs that will exceed standards established by the industry • Participation, development, and teaching with respect to education programs, remedial training, and performance improvement plans • Manages all Continuous Quality Improvement Programs • Interfaces and coordinates activities with allied health and clinical agencies, County EMS, hospitals, and the medial community • Ensures implementation of protocols in cooperation with regulatory authorities • Communicates mission, vision, strategies, and goals of system • Oversees exposure reporting and follow-up activities • Oversees the administration of vaccines necessary for medical first responders • Perform other duties as assigned 2) Clinical Coordinator: • Prepare and review clinical data to identify clinical issues and plan appropriate intervention. • Review patient care reports as directed by established guidelines. • Analyze statistical data and clinical and procedural specifications to determine present standards and establish proposed quality and reliability expectancy of services rendered. • Direct and conduct special studies for the purpose of analyzing available data to identify clinical performance above or below the expected standards of care. Identifies trends and determines the nature or origin to be either a system or individual issue, or a combination of the two. Regional Cooperative Care Partnership Joint Powers Agreement 2 • Formulate and maintain quality improvement objectives and coordinates objectives with patient care procedures in cooperation with other coordinators to maximize clinical and procedural reliability and minimize costs associated with excessive risk or liability. • Coach personnel to engage and participate in inspection and monitoring activities to ensure continuous adherence to clinical standards of quality patient care. • Plan, promote, and organize training activities related to intervention, remediation and employee self-improvement to promote improved service quality and reliability. • Maintain frequent communication, both written and verbal, with field personnel about issues of patient care. Personal interaction with field employees, to highlight positive issues as well as areas of concern accomplished via unit ride- alongs with direct observation and evaluation of patient care services. • Investigate complaints regarding the quality of patient care or clinical services rendered. • Establish and maintain clinical files on clinical personnel. Create and catalog clinical information about the clinical performance of personnel. • Liaison with contractors, regulatory agencies, and healthcare facilities in matters of quality assurance and quality improvement, maintaining frequent written and verbal communication. • Attend and participate in structured patient care audits and organized external quality assurance or quality improvement activities. • Supervise and facilitate a peer review and or CQI committee for the purpose of promoting employee intervention into the improvement of clinical services. • Serve as the designated Infectious Disease Officer relating to disease and/or blood borne pathogens exposure from emergency incidents • Manages Program and Administer vaccines as necessary • Perform other duties as assigned. 3) Program Manager Administration • Coordinates the committee process, ensures committee needs are met and incorporates directions proposed by the committee process. • Meets with chief officers of member agencies to ensure RCCP needs are met. • Meets with Base Hospital Nurse Coordinators as needed. • Prepares reports for Administrative Oversight Board. • Develop and manage RCCP annual budget. • Provides outreach and information regarding RCCP to other agencies. • Rides with engine and ambulance crews to: • establish communication • continually improve service to internal and external customers • gain insight into dynamics between transport and non transport entities Regional Cooperative Care Partnership Joint Powers Agreement 3 ii. Quality Assurance • Oversee QA/CQI activities. • Coordinates efforts of Clinical Specialist. • Participates in QA/CQI review and data analysis. • Participate in QA/CQI related investigations and recommends course of action for resolution. • Involves Base Hospital Nurse Coordinators in QACQI process in conjunction with Clinical Coordinator. • Recommend changes to policies or guidelines based on issues or trends identified. • Ensures compliance with County EMS Policy. • Develop program and present or coordinate presentations for new employee orientation and transition to first response ALS role. iii. Training • Proposes, develops, and presents or coordinate presentations for training opportunities. • Coordinates training calendar. • Utilizes issues related to QA/CQI issues are incorporated into training activities while maintaining anonymity of personnel involved in QA/CQI related matter. • Facilitates the inclusion of subject matter specialist in training opportunities. • Coordinates the needs of individual departments in conjunction with agency employees charged with training duties. • Conduct ride -along and during ride -along provides feedback to emergency response personnel. • Assist with the testing process for new hire, probationary, or identified personnel. • Works with the Medical Director to: • Establish training priorities. • Coordinate the QA/CQI program and interpretation of the resultant data. • Develop and evaluate current system policies and works to consolidate policies across all the member agencies. • Incorporate feedback received from agencies and field providers to improve the level of cooperation and participation. • Budget time for field contacts, involvement in training opportunities and response to written requests for Medical Director's opinion. • Ensure QA/CQI and EMS education and training activities meet the needs of the member agencies, their constituent members as well as compliance with Federal, State and Local EMS regulations and statutes. iv. Additional Responsibilities • Assist member agencies with compliance with Drug Enforcement Administration (DEA) Controlled Medication Policy. Regional Cooperative Care Partnership Joint Powers Agreement 4 • Compares RCCP system to other cooperative, partnership or departmental systems to strive to continual improvements. • Interacts with personnel from outside agencies to gain knowledge of potential new ideas or processes that would improve the RCCP. • Propose changes to system to Administrative Oversight Board for approval. • Evaluates potential for involvement of additional agencies and provide information to all stakeholders regarding involvement in RCCP. • Responds to direction of administrative oversight board on matters related to RCCP. • Serve as the designated Infectious Disease Officer relating to disease and/or blood borne pathogens exposure from emergency incidents 4) Training: The RCCP will provide the following emergency medical continuing education with State of California approved continuing education credit: • Two Field Care Audits of a minimum three hours each - Annually • In-Station/In-Service (normally two or three fire companies each) EMT-D Training/Field Care Audits of a minimum of one and one-half hours each - Quarterly • Assessment of Airway Management and CPR — Annually • Assessment of key ALS skills for paramedics - Annually • New Hire EMT and/or Paramedic skills assessment, as needed • New Hire RCCP orientation, as needed • Assist with one Zone Training session (one Heartland and one South Bay) — Annually • One-on-one training to employees relating to CQI matters, as needed • Other training as authorized by the Board 5) Representation to other organizations and government agencies i. The Medical Director, Clinical Coordinator, and Program Manager shall represent the member agencies at the listed established committees unless a member agency has another designated representative present at the committee meeting. for clinical matters with the State EMS Authority and/or Local EMS Agency (County EMS), These committees shall included the following: • Base Hospital Physician Meetings (BSPC) • Base Hospital Quarterly Meetings • California Fire Chiefs' Association — EMS Southern Section • San Diego County EMS Prehospital Audit Committee (PAC) • San Diego County Fire Chiefs Association — EMS Section • San Diego County Paramedic Committee (CPAC) • San Diego County EMCC Prehospital/Hospital Subcommittee • Quarterly Base Hospital Meetings • Other committees as necessary or requested by the Board 6) Other Services Regional Cooperative Care Partnership Joint Powers Agreement 5 i. The Members may upon their mutual agreement and in accordance with the terms outlined herein may expand the quantity and scope of services provided hereunder. Section 4. Management of Agreement. A. Administrative Oversight Committee 1) An administrative entity, to be known as the "Administrative Oversight Committee" (hereinafter "Board") is hereby established, and which shall oversee the exercise of the powers set forth in Section 3 of this Agreement. Each Member shall have not more than one (1) seat on the Board. Each Member shall be represented by its fire chief or another employee so designated by the Member, but no Member shall be represented on the Board by an elected official of the Member agency. The designee for each Member must be identified, initially upon execution of this Agreement and thereafter on an annual basis on or before the anniversary date of this Agreement, or upon any change of a Member's designee. B. Meetings of the Board 1) Regular Meetings of the Board. The Board shall provide for its regular meetings; however, it shall hold at least one (1) regular meeting each quarter. The Board may provide for further meetings, as may be needed from time to time. 2) Quorum. A majority of the Board shall constitute a quorum for the transaction of business. In the event that a quorum of the Board is present, a majority vote of the members of the Board present at the meeting will be required to take action, although a lesser number of the Board may adjourn for lack of a quorum. Section 5. Powers and Duties. A. Common Powers. 1) The Board shall have all powers common to the Members including but not limited to the following: to consolidate, share, and fund certain administrative, training, and oversight services related to the provision of pre -hospital emergency medical services, to acquire and manage personal property and equipment, to execute contracts on behalf of the Members for the provision of services described herein, and to collect and distribute funds for payment for such services from the Members as provided herein. B. Manner of Exercising. Regional Cooperative Care Partnership Joint Powers Agreement 6 1) Pursuant to Government Code section 6509, the Board shall exercise its powers on behalf of the Members subject to the restrictions on the manner of exercising powers of a general law city. C. Duties. 1) The Board is hereby charged with performing all acts necessary for the exercise of common powers, including, but not limited to, any or all of the following: i. Recommend an annual budget, as necessary, for the cooperative efforts contemplated by this Agreement, which shall be subject to the approval of the respective governing bodies of the Members; ii. Request the approval of the respective governing bodies of the Members of amendments to the annual budget as necessary to provide the services contemplated by this Agreement; iii. Develop an annual operating plan for the cooperative efforts contemplated by this Agreement; iv. Approve an annual cost allocation plan for each of the Members to participate in the cooperative efforts contemplated by this Agreement; v. Appoint a representative of a Member, who must be a full-time employee of one of the Members, who shall be responsible for coordinating and overseeing the cooperative efforts of the Members in providing the services more completely described herein, in a manner consistent with this Agreement; vi. Execute contracts for the services contemplated in this Agreement and in accordance with the approved annual budget, which services shall be paid for by the Members in accordance with Section 6(8) of this Agreement; vii. Approve a description of services contemplated in this Agreement which are to be provided by one or more employees of one or more Members, the costs of which shall be included in the approved annual budget and paid for by the Members in accordance with Section 6(b) of this Agreement; viii. Recommend personnel actions to each Member with the appointing authority for personnel to be utilized to provide the services contemplated in this Agreement, where the costs of such services are to be paid for by the Members in accordance with Section 6(b) of this Agreement, and approve the appointment of any such employee(s) by the Member(s) to provide such services; and ix. Approve the cost of services to be provided by Member personnel to be paid for by the Members in accordance with Section 6(b) of this Agreement. Regional Cooperative Care Partnership Joint Powers Agreement 7 Section 6. Cost Allocation. A. Fiscal Year. The fiscal year shall be the twelve (12) month period commencing each July 1. B. Cost Allocation Formula. 1) The formula for the shared costs shall be based on the following factors: i. Total Medical Transports of the combined agencies, including Members and any agencies that participate by way of contract or any agreement, and ii. Percentage of Total Medical Transports that any specific agency contributes to the Total Medical Transports. By way of example, Agency "A" has 25 medical transports and the Total Medical Transports is 100. Agency "A" would be allocated 25% of Total Medical Transports. iii. Each calendar Year by February 1, the Board shall receive transport data for each of the Members and other participating agencies and a cumulative total establishing Total Medical Transports. iv. Each Member and other participating agency shall be charged a fee established as a percentage of the approved annual budget of the JPA. v. This fee shall be established by the following formula: Agency Percentage of Medical Transports (Defined in Sub -paragraph ii above) X Total Approved Budget 2) The formula shall be updated annually to be effective the following fiscal year. C. Cost Allocation Plan. 1) The Board, after the Members have each approved the annual budget, will determine the specific costs to be shared among the Members (the "Cost Allocation Plan"). The Cost Allocation Plan, as determined by the Board, may include, but is not limited to, the following commonly shared costs and expenses: i. The costs of services provided to the JPA by personnel of any Member(s), as approved by the Board in accordance with Section 5(C). ii. The costs of materials, supplies and services. iii. Capital expenditures based on the cost of the original purchase of equipment, hardware, and other fixed asset type items, typically having a useful life of more than two (2) years, including equipment, improvements, and additions, as Regional Cooperative Care Partnership Joint Powers Agreement 8 opposed to replacement parts for ordinary maintenance during the useful life of the capital items. All costs associated with such purchases, such as installation, shall be capitalized. Replacement of equipment at the end of the useful life shall be a capital item. Assessment of Members for capital expenditures shall be in accordance with the formula for operating expenses set forth in Section 6(B) of this Agreement. D. Funding; Payments and Credits. 1) Funding i. The primary method of funding the RCCP is through charges applied to user fees charged for medical transports by the medical transport provider under contract with the Board and/ or otherwise authorized by the County to provide medical transports in each Member's jurisdiction. ii. Each February, the Board shall cause to be submitted to each Member data supporting the current and projected payer mix and collection rates for that specific entity. Such data will provide the agency with the Marginal Collection Rate that will likely be experienced by the collection efforts for transports within that Member's jurisdiction. The Board will cause each Member to be provided with the dollar amount which must be applied to the fee for service rates of each specific agency in order to recognize revenues sufficient to meet the funding requirements of the adopted budget consistent with the funding formula at defined and determined in Paragraph 6(B) above. iii. Each Member, at its absolute and sole discretion, may determine to provide funding to the Board through direct cash dispersements that do not utilize an adjustment to fee -for -service rates. If a Member chooses to fund its responsibilities without utilizing the fee -for -service charge method described in this paragraph, payments shall be made in equal quarterly installments due on the first ofJuly, October, January and April. iv. Funds received in excess of operational expenses will be allocated to reserves, as approved in the budget process, and future operating expenses. If revenues exceed annual operating expenses and approved reserve funding by more than ten percent (10%), adjustments to fees shall be considered. 2) Payments and Credits i. In the event that a Member's allocated costs are not paid in full by those payments made pursuant to Section 6(D)(1), additional payments and credits shall be paid to the Board by the Member according to the Cost Allocation Plan. The Board shall deliver to Member an invoice for any amounts required to be paid pursuant to this Section. Member shall remit payment to the Board not later than thirty (30) days from the date of the invoice. In the event any payment required by this Section is not timely made, the Board reserves the right to charge interest on the unpaid amount at the rate of twelve percent (12%) per annum. Regional Cooperative Care Partnership Joint Powers Agreement 9 E. Budget Administration. 1) The Board has the authority to fully implement the approved budget, and may authorize expenditures and budgetary transfers or adjustments, as necessary. 2) The Board shall provide for a strict accounting of all funds held and expenditures made pursuant to its powers described herein, and shall report all receipts and disbursements for the most recently completed fiscal year quarter at each regular meeting. Section 7. Personnel. A. All personnel utilized to provide the services contemplated by this Agreement shall remain employees of their respective Member and no express or implied employment contract exists as a result of this Agreement. All personnel hired by any Member shall be and remain an employee of said Member and shall at all times be subject to the direction, supervision and control of said Member, and said Member shall have the sole responsibility of paying the salaries, taxes, benefits and other employee related expenses regarding its employees. Section 8. Withdrawal; Termination. A. Each Member shall remain a party to this Agreement, and share in the costs of operations of the services being shared under this Agreement. If, in the interim, any Member defaults on payment of any payment due pursuant to Section 6, or otherwise breaches this Agreement, such Member shall be automatically terminated as a party to this Agreement. The terminated Member remains liable for the defaulted payment and late charges for the balance of the delinquent payment. B. A Member may withdraw as a party to this Agreement without penalty on any June 30 after the effective date of this Agreement, with one hundred eighty (180) days' prior notice to the Board. Such withdrawing Member shall perform all obligations under this Agreement until the noticed December 31st date of withdrawal. C. The Board and the Members each retain the right to seek legal redress, if necessary, to obtain payment of amounts due. The Board and the Members are each entitled to costs and attorney fees related to such legal redress. A withdrawing Member forfeits any claim to any assets of the Members. D. Notwithstanding the above, any Member which withdraws shall be obligated to pay to the Members a sum equal to the percentage of said Members payments due for the fiscal year ending on the date of withdrawal, applied to the total amount of existing long-term debt of the Members existing on the date of withdrawal. Said payment can be a cash payment of the full amount or periodic payments as long-term debt becomes due and payable. Should the withdrawing Member choose to pay such amount as the debt becomes due and payable, said Member shall be responsible for, in addition to the principal payments due, all interest and finance costs. Section 9. Dissolution. Regional Cooperative Care Partnership Joint Powers Agreement 10 A. The Agreement shall terminate if the number of parties to this Agreement becomes less than two (2) members, or if the parties unanimously agree to terminate the Agreement. In either instance, dissolution shall only be effective upon a December 31st, but shall in no event be effective until the requirements of Section 10 are satisfied. Section 10. Disposition of Assets. A. This Agreement may not be terminated and disposition of assets, if any, made to parties to the Agreement until the Board reasonably exhausts all means of collecting any monies due to the Agreement. B. If the cause for termination was reduction of the number of parties to the Agreement to Tess than two (2) Members, all net assets jointly owned by two (2) or more Members shall be disposed of in accordance with the separate agreement for those assets. If there is no separate agreement for otherwise disposing of the jointly owned assets, if any, said assets become the property of the sole remaining party to this Agreement. C. If the cause for termination is mutual agreement, the total dollar amount of the net assets, if any, shall be apportioned among such parties according to the relative assessments paid by those parties during the entire term of the Agreement. D. In no event shall assets be transferred to Members until all debts are retired. Section 11. Amendment to Agreement. A. The Board may recommend an amendment to this Agreement. This Agreement may be amended by a unanimous vote of the legislative bodies for the Members. The Board shall forward the proposed amendment with its recommendation to each Member. The proposal shall be accompanied by a copy of the proposed amendment to the Agreement, which shall be adopted, properly executed, and returned to the Board if the Member concurs with the amendment. If the Legislative body of any of the Agencies fails to approve the amendment, if such approval is required, that Member shall be deemed to have elected to terminate its participation in this Agreement. In such event the terms of Section 9 shall apply. Section 12. Additional Parties to the Aareement. A. Public agencies, as defined in the Act, which are not parties hereto, may become parties hereto only (upon approval by the legislative body of the agency requesting membership) by amendment to this Agreement as defined in Section 11 hereof, and subject to the following terms and conditions. B. A new Member may be permitted to join this Agreement upon a unanimous vote of the Members. C. The Board shall determine the fees to be paid by the new Member for the services provided to the new Member pursuant to this Agreement. Regional Cooperative Care Partnership Joint Powers Agreement 11 D. The new Member shall pay a buy -in fee as determined by majority vote of the Board after consideration has been given to the following factors: 1) The book value of the existing Members' long-term fixed assets 2) The book value of the existing Members' current assets 3) The existing Members' unappropriated reserves for contingencies 4) Benefits received by the existing Members by adding the new Member 5) Such other facts that the existing Members believe are germane to a determination E. The effective date of the amendment to this Agreement and inclusion as a new Member shall only occur on a date mutually agreed upon by all parties. F. Unless otherwise agreed to by the parties and in addition to any buy -in fees, a new Member shall pay to the Board a prorated portion of any annual membership fees based on the effective date of the amendment adding the new Member to this Agreement. G. Such new Members that become parties hereto shall be entitled to all the rights and obligations of Members, and shall become a Member as defined in this Agreement. Section 13. Notices. A. All notices and other communications permitted or required hereunder shall be in writing and shall be served by personal delivery or by deposit in the United States mail, postage paid, addressed to the respective parties as follows: To Alpine: Alpine Fire Protection District 1364 Tavern Road Alpine, CA 91901 Attention: Fire Chief To Bonita-Sunnyside: Bonita-Sunnyside Fire Protection District 4900 Bonita Road Bonita, CA 91902 Attention: Fire Chief To Imperial Beach: City of Imperial Beach 865 Imperial Beach Blvd Imperial Beach, CA 91932 Attention: Public Safety Director/ Fire Chief To La Mesa: City of La Mesa 8130 Allison Avenue La Mesa, CA 91941 Attention: City Manager Regional Cooperative Care Partnership Joint Powers Agreement 12 To Lemon Grove: To National City: To San Miguel: City of Lemon Grove 3232 Main Street Lemon Grove, CA 91945 Attention: City Manager City of National City 140 East 12th Street, Suite A National City, CA 91950 Attention: Director of Emergency Services San Miguel Consolidated Fire Protection District 1800 Via Orange Way Spring Valley, CA 91978 Attention: Fire Chief B. Any notice or other communication served by personal delivery shall be deemed served when delivered. Any notice or other communication deposited in the United States Mail as provided above shall be deemed to have been served two days after the day of deposit. Section 14. Severability. A. Should any part, term, portion, or provision of this Agreement or the application thereof of any person or circumstances, be in conflict with any State or Federal law, or otherwise be rendered unenforceable or ineffectual, the validity of the remaining parts, terms, portions or provisions, or the application thereof to other persons or circumstances, shall be deemed severable and shall not be affected thereby, provided such remaining portions or provisions can be construed in substance to continue to constitute the Agreement that the parties intended to enter into in the first instance. Section 15. Hold Harmless. A. Each Member shall defend, indemnify, and save all other individual Members harmless from any and all claims arising out of that individual Member's negligent performance of this Agreement. Any loss or liability resulting from the negligent acts, errors, or omissions of the Board and/or any staff hired jointly by or employed by the Members, while acting within the scope of their authority under this Agreement, shall be borne by the Members' collectively and proportionately in accordance with the contributions agreed to for all other obligations of the Members under this Agreement. The provisions of this Section 15 shall survive the termination or expiration of this Agreement. Section 16. Legal Representation and Advice. A. Each Member shall rely upon and consult with its own legal counsel regarding legal matters or issues related to the Member's participation in this Agreement. In the event that a legal matter or issue relates to two or more Members where the Members involved will benefit from joint representation, the Board shall meet and agree on appropriate legal representation and apportionment of costs, if applicable. Legal counsel appointed by the Board to represent two or Regional Cooperative Care Partnership Joint Powers Agreement 13 more members shall not be any legal counsel who serves as City Attorney or General Counsel for any Member. Section 17. Successors. A. This Agreement shall be binding upon and shall inure to the benefit of the successors of the parties hereto. Section 18. Governing law. A. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Section 19. Entire Agreement. A. This Agreement, and any exhibits and attachments, constitutes the entire agreement of the parties. This Agreement may be executed in counterparts. [Signature Pages Follows] Regional Cooperative Care Partnership Joint Powers Agreement 14 IN WITNESS THEREOF, the parties hereto have caused this Agreement to be executed and attested by their proper officers thereunto duly authorized, and their official seals to be hereto affixed as of the day and year first above written. ALPINE FIRE PROTECTION DISTRICT Chief/Fire :o By: i�f (C e�1�' Its: Regional Cooperative Care Partnership Joint Powers Agreement 15 BONITA-SUNNYSIDE FIRE PROTECTION DISTRICT Attest: Fire Chief/Fire Board ecretar y By lckoure-JL_ Its: ('—ire- / , V`4 Regional Cooperative Care Partnership Joint Powers Agreement 16 CITY OF IMPERIAL BEACH Attest: ger/City Clerk By. Its: mwiag- Regional Cooperative Care Partnership Joint Powers Agreement 17 CITY OF LA MESA By: Attest: Its: esitwkienagsvi ity Clerk, Mary J. Kenedy Approved as to form At/a4t)-L--4 60004.00002\7246181.5 18 CITY OF LEMON GROVE Attest: City Manage y Cler Its: Regional Cooperative Care Partnership Joint Powers Agreement 19 CITY OF NATIONAL CITY Attest: /+ Michael R. Dalla City Clerk By: on Morrison Its: Mayor Regional Cooperative Care Partnership 20 Joint Powers Agreement SAN MIGUEL CONSOLIDATED FIRE PROTECTION DISTRICT Attest: Fire ChieffFire Board Secretary B Its: Board President Regional Cooperative Care Partnership Joint Powers Agreement 21 RESOLUTION NO. 2012 — 107 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE A JOINT EXERCISE OF POWER AGREEMENT TO CREATE A PERMANENT RELATIONSHIP WITH THE MEMBER FIRE AGENCIES IN THE REGIONAL COOPERATIVE CARE PROGRAM TO CONSOLIDATE AND SHARE ADMINISTRATIVE, TRAINING, AND OVERSIGHT SERVICES RELATED TO THE DELIVERY OF PRE -HOSPITAL EMERGENCY MEDICAL SERVICES, AT NO ADDITIONAL COST TO THE GENERAL FUND WHEREAS, on July 1, 2008, the City Council adopted Resolution No. 2008-129, approving an agreement for the establishment of a pilot Regional Cooperative Care Program ("RCCP") to facilitate a functional consolidation and sharing with other member fire agencies of administrative, training, and oversight services related to the delivery of Emergency Medical Services ("EMS") management, medical direction, quality assurance, and improvement programs; and WHEREAS, since then, efforts were made to enhance the delivery of EMS through a collaborative effort with the City's contract provider, American Medical Response ("AMR"); and WHEREAS, the member fire agencies involved in the RCCP pilot program (Alpine, Bonita Sunnyside, Imperial Beach, Lemon Grove, La Mesa, National City, and San Miguel) desire to enter into a Joint Exercise of Power Agreement, effective July 1, 2012, to create a permanent relationship with each other in the Regional Cooperative Care Program ; and WHEREAS, RCCP has improved the quality of patient care through standardization of high quality training and establishment of unified quality assurance and improvement programs; and WHEREAS, the efficiencies gained through consolidation into a single organizational structure for EMS management and oversight will enhance the productivity of a number of other non -EMS related responsibility. WHEREAS, the Joint Exercise of Power Agreement shall be binding upon all parties as long as the number of members is not reduced below two, or until such time as the Members agree to terminate the Agreement. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute a Joint Exercise of Power Agreement to create a permanent relationship with the member fire agencies of Alpine, Bonita Sunnyside, Imperial Beach, Lemon Grove, La Mesa, National City, and San Miguel in the Regional Cooperative Care Program. Said Agreement is on file in the office of the City Clerk. --- Signature Page to Follow --- Resolution No. 2012 - 107 Page Two PASSED and ADOPTED this 15th day of May, 2012. ATTEST: Mi /City Clerk cl�ael R. alla A' • ROVED AS TO FORM: udia i...'tua Silva City Atto Passed and adopted by the Council of the City of National City, California, on May 15, 2012 by the following vote, to -wit: Ayes: Councilmembers Morrison, Natividad, Rios, Sotelo-Solis, Zarate. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California q4/1 �fCity of ational City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2012-107 the City of National City, California, passed and adopted by the Council of said City on May 15, 2012. City Clerk of the City of National City, California By: Deputy CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT •TEM TITLE: Resolution of the City Council of the City of National City authorizing the Mayor to sign a Joint Exercise of Power Agreement within the Regional Cooperative Care Program (RCCP) that consolidates and shares administrative, training and oversight services related to the delivery of pre -hospital emergency medical services, at no additional cost to the General Fund. (Fire) MEETING DATE: May 15, 2012 AGENDA ITEM NO. 18 PREPARED BY: Frank Parra DEPARTMENT: PHONE: 619-336-4551 APPROVED BY: EXPLANATION: On July 1, 2008, National City signed an agreement establishing the Regional Cooperative Care Program (RCCP), which was a pilot program to facilitate a functional consolidation of EMS management, oversight, training, medical direction, quality assurance and improvement programs. Efforts were made for enhancing the delivery of Emergency Medical Services (EMS) through a collaborative effort with our contract provider American Medical Response (AMR). Most recently the member fire agencies involved in this process (Alpine, Bonita Sunnyside, Imperial Beach, Lemon Grove, La Mesa, National City, and San Miguel) have decided to develop a permanent relationship with RCCP. RCCP improves the quality of patient care through standardization of high quality training and establishment of unified quality assurance and improvement programs. The efficiencies gained through consolidation into a single organizational structure for EMS management and oversight will enhance the productivity of existing staff that have a number of other non -EMS related responsibilities. Staff recommends authorizing the Mayor to sign the Joint Exercise of Power Agreement within the RCCP. IllitThis Agreement will become effective as of the 1st day of July, 2012, and will be binding upon all parties as ng as thenumber of Members is not reduced below two (2), or until such time as the Memb rs agree to terminate the Agreement. FINANCIAL STATEMENT: APPROVED: 'yv/vw> Finance ACCOUNT NO. 130-12000-3034 APPROVED: MIS The cost of the RCCP will be divided between AMR and the Agencies. All revenue available to National City for the RCCP will come as revenue generated through the AMR Paramedic Franchise Fee generated and disbursed by AMR. There is no cost to the General Fund. ENVIRONMENTAL REVIEW: N/A ORDINANCE: INTRODUCTION: FINAL ADOPTION: STAFF RECOMMENDATION: Staff recommends authorizing the Mayor to sign the Joint Exercise of Power Agreement within the Regional Cooperative Care Program (RCCP). BOARD / COMMISSION RECOMMENDATION: N/A �TTACHMENTS: . Joint Exercise of Power Agreement 2. Resolution RESOLUTION NO. 2012 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE A JOINT EXERCISE OF POWER AGREEMENT TO CREATE A PERMANENT RELATIONSHIP WITH THE MEMBER FIRE AGENCIES IN THE REGIONAL COOPERATIVE CARE PROGRAM TO CONSOLIDATE AND SHARE ADMINISTRATIVE, TRAINING, AND OVERSIGHT SERVICES RELATED TO THE DELIVERY OF PRE -HOSPITAL EMERGENCY MEDICAL SERVICES, AT NO ADDITIONAL COST TO THE GENERAL FUND WHEREAS, on July 1, 2008, the City Council adopted Resolution No. 2008-129, approving an agreement for the establishment of a pilot Regional Cooperative Care Program ("RCCP") to facilitate a functional consolidation and sharing with other member fire agencies of administrative, training, and oversight services related to the delivery of Emergency Medical Services ("EMS") management, medical direction, quality assurance, and improvement programs; and WHEREAS, since then, efforts were made to enhance the delivery of EMS through a collaborative effort with the City's contract provider, American Medical Response ("AMR"); and WHEREAS, the member fire agencies involved in the RCCP pilot program (Alpine, Bonita Sunnyside, Imperial Beach, Lemon Grove, La Mesa, National City, and San Miguel) desire to enter into a Joint Exercise of Power Agreement, effective July 1, 2012, to create a permanent relationship with each other in the Regional Cooperative Care Program ; and WHEREAS, RCCP has improved the quality of patient care through standardization of high quality training and establishment of unified quality assurance and improvement programs; and WHEREAS, the efficiencies gained through consolidation into a single organizational structure for EMS management and oversight will enhance the productivity of a number of other non -EMS related responsibility. WHEREAS, the Joint Exercise of Power Agreement shall be binding upon all parties as long as the number of members is not reduced below two, or until such time as the Members agree to terminate the Agreement. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute a Joint Exercise of Power Agreement to create a permanent relationship with the member fire agencies of Alpine, Bonita Sunnyside, Imperial Beach, Lemon Grove, La Mesa, National City, and San Miguel in the Regional Cooperative Care Program. Said Agreement is on file in the office of the City Clerk. --- Signature Page to Follow --- Resolution No. 2012 — Page Two PASSED and ADOPTED this 15th day of May, 2012. Ron Morrison, Mayor ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: Claudia Gacitua Silva City Attorney JOINT EXERCISE of POWERS AGREEMENT THIS AGREEMENT, made and entered into the 1st day of July, 2012, by and among, 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, the SAN MIGUEL CONSOLIDATED FIRE PROTECTION DISTRICT, a special district, and any other agency or organization that agrees to become a party to this Agreement as provided for herein (collectively referred to herein as the "Members"), all of which are organized and/or existing under and by virtue of the Constitution and the laws of the State of California. WITNESSETH: WHEREAS, the Members are each empowered by law to each provide pre -hospital emergency medical services; and WHEREAS, the Members recognize a benefit to consolidating and sharing of administrative, training and oversight services related to the provision of pre -hospital emergency medical services, and that a public benefit will be established by the consolidating and sharing of such services; and WHEREAS, the Members have agreed to develop a permanent affiliation and organizational structure for the Regional Cooperative Care Partnership ("RCCP") for the purpose of the consolidating, sharing, and funding those services deemed by the Members to be within the scope of the RCCP; and WHEREAS, the Agencies are authorized to jointly exercise their powers pursuant to the provisions Article 1, Chapter 5, Division 7, Title 1, Sections 6500 through 6530, of the Government Code of the State of California. NOW, THEREFORE, the Members, for and in consideration of the mutual benefits, promises, and agreements set forth herein, AGREE as follows: Section 1. Purpose. A. This Agreement is made pursuant to California Government Code Section 6500, et seq., hereinafter referred to as the "Act," to permit the joint exercise of certain powers common to the Members. The purpose of this Agreement is to exercise these powers jointly by managing, maintaining, and operating those certain administrative, training, and oversight services related to the provision of pre -hospital emergency medical services to said Members. Such purpose will be accomplished and common powers exercised in the manner set forth in this Agreement. All pre-existing obligations, rights, and privileges of the Members shall continue hereunder, subject to the terms and conditions of this Agreement. Section 2. Term. A. This Agreement shall become effective as of the 1st day of July, 2012, and shall be binding upon all parties hereto, and shall thereafter continue in full force and effect as long as the number of Regional Cooperative Care Partnership Joint Powers Agreement 1 Members is not reduced below two (2), or until such time as the Members agree to terminate the Agreement, in the manner set forth in Section 8. Section 3. Personnel and Services A. The following services shall be performed under the supervision of the Board on behalf of the Members by personnel of one or more Members and/ or contractors, as designated by the Board, and the costs thereof shall be consolidated and shared among the Members as a shared cost pursuant to Section 6(B) of this Agreement: 1) Medical Director: • Approves all course content • Approves content of all written and skills examinations • Approves all instructors and teaching assistants • Assists with instruction and recruitment of physician instructors as needed • Serves as medical director for other educational programs including but not limited to ACLS, BTLS, CPR, PALS, NALS, etc. • Assists in the provision of community education • Serves as chairperson of the Quality Improvement Committee • Over -sees an annual review of system clinical performance • Is available on an "as needed" basis for review of significant incidents • Supports and consults in regards to on -going research studies • Ensures the development and maintenance of high quality education, training, and quality improvement programs that will exceed standards established by the industry • Participation, development, and teaching with respect to education programs, remedial training, and performance improvement plans • Manages all Continuous Quality Improvement Programs • Interfaces and coordinates activities with allied health and clinical agencies, County EMS, hospitals, and the medial community • Ensures implementation of protocols in cooperation with regulatory authorities • Communicates mission, vision, strategies, and goals of system • Oversees exposure reporting and follow-up activities • Oversees the administration of vaccines necessary for medical first responders • Perform other duties as assigned 2) Clinical Coordinator: • Prepare and review clinical data to identify clinical issues and plan appropriate intervention. • Review patient care reports as directed by established guidelines. • Analyze statistical data and clinical and procedural specifications to determine present standards and establish proposed quality and reliability expectancy of services rendered. • Direct and conduct special studies for the purpose of analyzing available data to identify clinical performance above or below the expected standards of care. Identifies trends and determines the nature or origin to be either a system or individual issue, or a combination of the two. Regional Cooperative Care Partnership Joint Powers Agreement 2 • Formulate and maintain quality improvement objectives and coordinates objectives with patient care procedures in cooperation with other coordinators to maximize clinical and procedural reliability and minimize costs associated with excessive risk or liability. • Coach personnel to engage and participate in inspection and monitoring activities to ensure continuous adherence to clinical standards of quality patient care. • Plan, promote, and organize training activities related to intervention, remediation and employee self-improvement to promote improved service quality and reliability. • Maintain frequent communication, both written and verbal, with field personnel about issues of patient care. Personal interaction with field employees, to highlight positive issues as well as areas of concern accomplished via unit ride- alongs with direct observation and evaluation of patient care services. • Investigate complaints regarding the quality of patient care or clinical services rendered. • Establish and maintain clinical files on clinical personnel. Create and catalog clinical information about the clinical performance of personnel. • Liaison with contractors, regulatory agencies, and healthcare facilities in matters of quality assurance and quality improvement, maintaining frequent written and verbal communication. • Attend and participate in structured patient care audits and organized external quality assurance or quality improvement activities. • Supervise and facilitate a peer review and or CQI committee for the purpose of promoting employee intervention into the improvement of clinical services. • Serve as the designated Infectious Disease Officer relating to disease and/or blood borne pathogens exposure from emergency incidents • Manages Program and Administer vaccines as necessary • Perform other duties as assigned. 3) Program Manager Administration • Coordinates the committee process, ensures committee needs are met and incorporates directions proposed by the committee process. • Meets with chief officers of member agencies to ensure RCCP needs are met. • Meets with Base Hospital Nurse Coordinators as needed. • Prepares reports for Administrative Oversight Board. • Develop and manage RCCP annual budget. • Provides outreach and information regarding RCCP to other agencies. • Rides with engine and ambulance crews to: • establish communication • continually improve service to internal and external customers • gain insight into dynamics between transport and non transport entities Regional Cooperative Care Partnership Joint Powers Agreement 3 ii. Quality Assurance • Oversee QA/CQI activities. • Coordinates efforts of Clinical Specialist. • Participates in QA/CQI review and data analysis. • Participate in QA/CQI related investigations and recommends course of action for resolution. • Involves Base Hospital Nurse Coordinators in QACQI process in conjunction with Clinical Coordinator. • Recommend changes to policies or guidelines based on issues or trends identified. • Ensures compliance with County EMS Policy. • Develop program and present or coordinate presentations for new employee orientation and transition to first response ALS role. Training • Proposes, develops, and presents or coordinate presentations for training opportunities. • Coordinates training calendar. • Utilizes issues related to QA/CQI issues are incorporated into training activities while maintaining anonymity of personnel involved in QA/CQI related matter. • Facilitates the inclusion of subject matter specialist in training opportunities. • Coordinates the needs of individual departments in conjunction with agency employees charged with training duties. • Conduct ride -along and during ride -along provides feedback to emergency response personnel. • Assist with the testing process for new hire, probationary, or identified personnel. • Works with the Medical Director to: • Establish training priorities. • Coordinate the QA/CQI program and interpretation of the resultant data. • Develop and evaluate current system policies and works to consolidate policies across all the member agencies. • Incorporate feedback received from agencies and field providers to improve the level of cooperation and participation. • Budget time for field contacts, involvement in training opportunities and response to written requests for Medical Director's opinion. • Ensure QA/CQI and EMS education and training activities meet the needs of the member agencies, their constituent members as well as compliance with Federal, State and Local EMS regulations and statutes. iv. Additional Responsibilities • Assist member agencies with compliance with Drug Enforcement Administration (DEA) Controlled Medication Policy. Regional Cooperative Care Partnership Joint Powers Agreement 4 • Compares RCCP system to other cooperative, partnership or departmental systems to strive to continual improvements. • Interacts with personnel from outside agencies to gain knowledge of potential new ideas or processes that would improve the RCCP. • Propose changes to system to Administrative Oversight Board for approval. • Evaluates potential for involvement of additional agencies and provide information to all stakeholders regarding involvement in RCCP. • Responds to direction of administrative oversight board on matters related to RCCP. • Serve as the designated Infectious Disease Officer relating to disease and/or blood borne pathogens exposure from emergency incidents 4) Training: The RCCP will provide the following emergency medical continuing education with State of California approved continuing education credit: • Two Field Care Audits of a minimum three hours each - Annually • In-Station/In-Service (normally two or three fire companies each) EMT-D Training/Field Care Audits of a minimum of one and one-half hours each - Quarterly • Assessment of Airway Management and CPR —Annually • Assessment of key ALS skills for paramedics - Annually • New Hire EMT and/or Paramedic skills assessment, as needed • New Hire RCCP orientation, as needed • Assist with one Zone Training session (one Heartland and one South Bay) — Annually • One-on-one training to employees relating to CQI matters, as needed • Other training as authorized by the Board 5) Representation to other organizations and government agencies i. The Medical Director, Clinical Coordinator, and Program Manager shall represent the member agencies at the listed established committees unless a member agency has another designated representative present at the committee meeting. for clinical matters with the State EMS Authority and/or Local EMS Agency (County EMS), These committees shall included the following: • Base Hospital Physician Meetings (BSPC) • Base Hospital Quarterly Meetings • California Fire Chiefs' Association — EMS Southern Section • San Diego County EMS Prehospital Audit Committee (PAC) • San Diego County Fire Chiefs Association — EMS Section • San Diego County Paramedic Committee (CPAC) • San Diego County EMCC Prehospital/Hospital Subcommittee • Quarterly Base Hospital Meetings • Other committees as necessary or requested by the Board 6) Other Services Regional Cooperative Care Partnership Joint Powers Agreement 5 i. The Members may upon their mutual agreement and in accordance with the terms outlined herein may expand the quantity and scope of services provided hereunder. Section 4. Management of Agreement. A. Administrative Oversight Committee 1) An administrative entity, to be known as the "Administrative Oversight Committee" (hereinafter "Board") is hereby established, and which shall oversee the exercise of the powers set forth in Section 3 of this Agreement. Each Member shall have not more than one (1) seat on the Board. Each Member shall be represented by its fire chief or another employee so designated by the Member, but no Member shall be represented on the Board by an elected official of the Member agency. The designee for each Member must be identified, initially upon execution of this Agreement and thereafter on an annual basis on or before the anniversary date of this Agreement, or upon any change of a Member's designee. B. Meetings of the Board 1) Regular Meetings of the Board. The Board shall provide for its regular meetings; however, it shall hold at least one (1) regular meeting each quarter. The Board may provide for further meetings, as may be needed from time to time. 2) Quorum. A majority of the Board shall constitute a quorum for the transaction of business. In the event that a quorum of the Board is present, a majority vote of the members of the Board present at the meeting will be required to take action, although a lesser number of the Board may adjourn for lack of a quorum. Section 5. Powers and Duties. A. Common Powers. 1) The Board shall have all powers common to the Members including but not limited to the following: to consolidate, share, and fund certain administrative, training, and oversight services related to the provision of pre -hospital emergency medical services, to acquire and manage personal property and equipment, to execute contracts on behalf of the Members for the provision of services described herein, and to collect and distribute funds for payment for such services from the Members as provided herein. B. Manner of Exercising. Regional Cooperative Care Partnership Joint Powers Agreement 6 1) Pursuant to Government Code section 6509, the Board shall exercise its powers on behalf of the Members subject to the restrictions on the manner of exercising powers of a general law city. C. Duties. 1) The Board is hereby charged with performing all acts necessary for the exercise of common powers, including, but not limited to, any or all of the following: i. Recommend an annual budget, as necessary, for the cooperative efforts contemplated by this Agreement, which shall be subject to the approval of the respective governing bodies of the Members; ii. Request the approval of the respective governing bodies of the Members of amendments to the annual budget as necessary to provide the services contemplated by this Agreement; iii. Develop an annual operating plan for the cooperative efforts contemplated by this Agreement; iv. Approve an annual cost allocation plan for each of the Members to participate in the cooperative efforts contemplated by this Agreement; v. Appoint a representative of a Member, who must be a full-time employee of one of the Members, who shall be responsible for coordinating and overseeing the cooperative efforts of the Members in providing the services more completely described herein, in a manner consistent with this Agreement; vi. Execute contracts for the services contemplated in this Agreement and in accordance with the approved annual budget, which services shall be paid for by the Members in accordance with Section 6(B) of this Agreement; vii. Approve a description of services contemplated in this Agreement which are to be provided by one or more employees of one or more Members, the costs of which shall be included in the approved annual budget and paid for by the Members in accordance with Section 6(b) of this Agreement; viii. Recommend personnel actions to each Member with the appointing authority for personnel to be utilized to provide the services contemplated in this Agreement, where the costs of such services are to be paid for by the Members in accordance with Section 6(b) of this Agreement, and approve the appointment of any such employee(s) by the Member(s) to provide such services; and ix. Approve the cost of services to be provided by Member personnel to be paid for by the Members in accordance with Section 6(b) of this Agreement. Regional Cooperative Care Partnership Joint Powers Agreement 7 Section 6. Cost Allocation. A. Fiscal Year. The fiscal year shall be the twelve (12) month period commencing each July 1. B. Cost Allocation Formula. 1) The formula for the shared costs shall be based on the following factors: i. Total Medical Transports of the combined agencies, including Members and any agencies that participate by way of contract or any agreement, and ii. Percentage of Total Medical Transports that any specific agency contributes to the Total Medical Transports. By way of example, Agency "A" has 25 medical transports and the Total Medical Transports is 100. Agency "A" would be allocated 25% of Total Medical Transports. iii. Each calendar Year by February 1, the Board shall receive transport data for each of the Members and other participating agencies and a cumulative total establishing Total Medical Transports. iv. Each Member and other participating agency shall be charged a fee established as a percentage of the approved annual budget of the JPA. v. This fee shall be established by the following formula: Agency Percentage of Medical Transports (Defined in Sub -paragraph ii above) X Total Approved Budget 2) The formula shall be updated annually to be effective the following fiscal year. C. Cost Allocation Plan. 1) The Board, after the Members have each approved the annual budget, will determine the specific costs to be shared among the Members (the "Cost Allocation Plan"). The Cost Allocation Plan, as determined by the Board, may include, but is not limited to, the following commonly shared costs and expenses: i. The costs of services provided to the JPA by personnel of any Member(s), as approved by the Board in accordance with Section 5(C). ii. The costs of materials, supplies and services. iii. Capital expenditures based on the cost of the original purchase of equipment, hardware, and other fixed asset type items, typically having a useful life of more than two (2) years, including equipment, improvements, and additions, as Regional Cooperative Care Partnership Joint Powers Agreement 8 opposed to replacement parts for ordinary maintenance during the useful life of the capital items. All costs associated with such purchases, such as installation, shall be capitalized. Replacement of equipment at the end of the useful life shall be a capital item. Assessment of Members for capital expenditures shall be in accordance with the formula for operating expenses set forth in Section 6(B) of this Agreement. D. Funding; Payments and Credits. 1) Funding i. The primary method of funding the RCCP is through charges applied to user fees charged for medical transports by the medical transport provider under contract with the Board and/ or otherwise authorized by the County to provide medical transports in each Member's jurisdiction. ii. Each February, the Board shall cause to be submitted to each Member data supporting the current and projected payer mix and collection rates for that specific entity. Such data will provide the agency with the Marginal Collection Rate that will likely be experienced by the collection efforts for transports within that Member's jurisdiction. The Board will cause each Member to be provided with the dollar amount which must be applied to the fee for service rates of each specific agency in order to recognize revenues sufficient to meet the funding requirements of the adopted budget consistent with the funding formula at defined and determined in Paragraph 6(B) above. iii. Each Member, at its absolute and sole discretion, may determine to provide funding to the Board through direct cash dispersements that do not utilize an adjustment to fee -for -service rates. If a Member chooses to fund its responsibilities without utilizing the fee -for -service charge method described in this paragraph, payments shall be made in equal quarterly installments due on the first of July, October, January and April. iv. Funds received in excess of operational expenses will be allocated to reserves, as approved in the budget process, and future operating expenses. If revenues exceed annual operating expenses and approved reserve funding by more than ten percent (10%), adjustments to fees shall be considered. 2) Payments and Credits i. In the event that a Member's allocated costs are not paid in full by those payments made pursuant to Section 6(D)(1), additional payments and credits shall be paid to the Board by the Member according to the Cost Allocation Plan. The Board shall deliver to Member an invoice for any amounts required to be paid pursuant to this Section. Member shall remit payment to the Board not later than thirty (30) days from the date of the invoice. In the event any payment required by this Section is not timely made, the Board reserves the right to charge interest on the unpaid amount at the rate of twelve percent (12%) per annum. Regional Cooperative Care Partnership Joint Powers Agreement 9 E. Budget Administration. 1) The Board has the authority to fully implement the approved budget, and may authorize expenditures and budgetary transfers or adjustments, as necessary. 2) The Board shall provide for a strict accounting of all funds held and expenditures made pursuant to its powers described herein, and shall report all receipts and disbursements for the most recently completed fiscal year quarter at each regular meeting. Section 7. Personnel. A. All personnel utilized to provide the services contemplated by this Agreement shall remain employees of their respective Member and no express or implied employment contract exists as a result of this Agreement. All personnel hired by any Member shall be and remain an employee of said Member and shall at all times be subject to the direction, supervision and control of said Member, and said Member shall have the sole responsibility of paying the salaries, taxes, benefits and other employee related expenses regarding its employees. Section 8. Withdrawal; Termination. A. Each Member shall remain a party to this Agreement, and share in the costs of operations of the services being shared under this Agreement. If, in the interim, any Member defaults on payment of any payment due pursuant to Section 6, or otherwise breaches this Agreement, such Member shall be automatically terminated as a party to this Agreement. The terminated Member remains liable for the defaulted payment and late charges for the balance of the delinquent payment. B. A Member may withdraw as a party to this Agreement without penalty on any June 30 after the effective date of this Agreement, with one hundred eighty (180) days' prior notice to the Board. Such withdrawing Member shall perform all obligations under this Agreement until the noticed December 31st date of withdrawal. C. The Board and the Members each retain the right to seek legal redress, if necessary, to obtain payment of amounts due. The Board and the Members are each entitled to costs and attorney fees related to such legal redress. A withdrawing Member forfeits any claim to any assets of the Members. D. Notwithstanding the above, any Member which withdraws shall be obligated to pay to the Members a sum equal to the percentage of said Member's payments due for the fiscal year ending on the date of withdrawal, applied to the total amount of existing long-term debt of the Members existing on the date of withdrawal. Said payment can be a cash payment of the full amount or periodic payments as long-term debt becomes due and payable. Should the withdrawing Member choose to pay such amount as the debt becomes due and payable, said Member shall be responsible for, in addition to the principal payments due, all interest and finance costs. Section 9. Dissolution. Regional Cooperative Care Partnership Joint Powers Agreement 10 A. The Agreement shall terminate if the number of parties to this Agreement becomes less than two (2) members, or if the parties unanimously agree to terminate the Agreement. In either instance, dissolution shall only be effective upon a December 31st, but shall in no event be effective until the requirements of Section 10 are satisfied. Section 10. Disposition of Assets. A. This Agreement may not be terminated and disposition of assets, if any, made to parties to the Agreement until the Board reasonably exhausts all means of collecting any monies due to the Agreement. B. If the cause for termination was reduction of the number of parties to the Agreement to less than two (2) Members, all net assets jointly owned by two (2) or more Members shall be disposed of in accordance with the separate agreement for those assets. If there is no separate agreement for otherwise disposing of the jointly owned assets, if any, said assets become the property of the sole remaining party to this Agreement. C. If the cause for termination is mutual agreement, the total dollar amount of the net assets, if any, shall be apportioned among such parties according to the relative assessments paid by those parties during the entire term of the Agreement. D. In no event shall assets be transferred to Members until all debts are retired. Section 11. Amendment to Aareement. A. The Board may recommend an amendment to this Agreement. This Agreement may be amended by a unanimous vote of the legislative bodies for the Members. The Board shall forward the proposed amendment with its recommendation to each Member. The proposal shall be accompanied by a copy of the proposed amendment to the Agreement, which shall be adopted, properly executed, and returned to the Board if the Member concurs with the amendment. If the legislative body of any of the Agencies fails to approve the amendment, if such approval is required, that Member shall be deemed to have elected to terminate its participation in this Agreement. In such event the terms of Section 9 shall apply. Section 12. Additional Parties to the Aareement. A. Public agencies, as defined in the Act, which are not parties hereto, may become parties hereto only (upon approval by the legislative body of the agency requesting membership) by amendment to this Agreement as defined in Section 11 hereof, and subject to the following terms and conditions. B. A new Member may be permitted to join this Agreement upon a unanimous vote of the Members. C. The Board shall determine the fees to be paid by the new Member for the services provided to the new Member pursuant to this Agreement. Regional Cooperative Care Partnership 11 Joint Powers Agreement D. The new Member shall pay a buy -in fee as determined by majority vote of the Board after consideration has been given to the following factors: 1) The book value of the existing Members' long-term fixed assets 2) The book value of the existing Members' current assets 3) The existing Members' unappropriated reserves for contingencies 4) Benefits received by the existing Members by adding the new Member 5) Such other facts that the existing Members believe are germane to a determination E. The effective date of the amendment to this Agreement and inclusion as a new Member shall only occur on a date mutually agreed upon by all parties. F. Unless otherwise agreed to by the parties and in addition to any buy -in fees, a new Member shall pay to the Board a prorated portion of any annual membership fees based on the effective date of the amendment adding the new Member to this Agreement. G. Such new Members that become parties hereto shall be entitled to all the rights and obligations of Members, and shall become a Member as defined in this Agreement. Section 13. Notices. A. All notices and other communications permitted or required hereunder shall be in writing and shall be served by personal delivery or by deposit in the United States mail, postage paid, addressed to the respective parties as follows: To Alpine: To Bonita-Sunnyside: To Imperial Beach: To La Mesa: Alpine Fire Protection District 1364 Tavern Road Alpine, CA 91901 Attention: Fire Chief Bonita-Sunnyside Fire Protection District 4900 Bonita Road Bonita, CA 91902 Attention: Fire Chief City of Imperial Beach 865 Imperial Beach Blvd Imperial Beach, CA 91932 Attention: Public Safety Director/ Fire Chief City of La Mesa 8130 Allison Avenue La Mesa, CA 91941 Attention: City Manager Regional Cooperative Care Partnership Joint Powers Agreement 12 To Lemon Grove: City of Lemon Grove 3232 Main Street Lemon Grove, CA 91945 Attention: City Manager To National City: City of National City 140 East 12th Street, Suite A National City, CA 91950 Attention: Director of Emergency Services To San Miguel: San Miguel Consolidated Fire Protection District 1800 Via Orange Way Spring Valley, CA 91978 Attention: Fire Chief B. Any notice or other communication served by personal delivery shall be deemed served when delivered. Any notice or other communication deposited in the United States Mail as provided above shall be deemed to have been served two days after the day of deposit. Section 14. Severability. A. Should any part, term, portion, or provision of this Agreement or the application thereof of any person or circumstances, be in conflict with any State or Federal law, or otherwise be rendered unenforceable or ineffectual, the validity of the remaining parts, terms, portions or provisions, or the application thereof to other persons or circumstances, shall be deemed severable and shall not be affected thereby, provided such remaining portions or provisions can be construed in substance to continue to constitute the Agreement that the parties intended to enter into in the first instance. Section 15. Hold Harmless. A. Each Member shall defend, indemnify, and save all other individual Members harmless from any and all claims arising out of that individual Member's negligent performance of this Agreement. Any loss or liability resulting from the negligent acts, errors, or omissions of the Board and/or any staff hired jointly by or employed by the Members, while acting within the scope of their authority under this Agreement, shall be borne by the Members' collectively and proportionately in accordance with the contributions agreed to for all other obligations of the Members under this Agreement. The provisions of this Section 15 shall survive the termination or expiration of this Agreement. Section 16. Legal Representation and Advice. A. Each Member shall rely upon and consult with its own legal counsel regarding legal matters or issues related to the Member's participation in this Agreement. In the event that a legal matter or issue relates to two or more Members where the Members involved will benefit from joint representation, the Board shall meet and agree on appropriate legal representation and apportionment of costs, if applicable. Legal counsel appointed by the Board to represent two or Regional Cooperative Care Partnership Joint Powers Agreement 13 more members shall not be any legal counsel who serves as City Attorney or General Counsel for any Member. Section 17. Successors. A. This Agreement shall be binding upon and shall inure to the benefit of the successors of the parties hereto. Section 18. Governing Law. A. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Section 19. Entire Agreement. A. This Agreement, and any exhibits and attachments, constitutes the entire agreement of the parties. This Agreement may be executed in counterparts. [Signature Pages Follows] Regional Cooperative Care Partnership Joint Powers Agreement 14 IN WITNESS THEREOF, the parties hereto have caused this Agreement to be executed and attested by their proper officers thereunto duly authorized, and their official seals to be hereto affixed as of the day and year first above written. ALPINE FIRE PROTECTION DISTRICT Attest: Fire Chief/Fire Board Secretary By: Its: Regional Cooperative Care Partnership Joint Powers Agreement 15 BONITA-SUNNYSIDE FIRE PROTECTION DISTRICT Attest: Fire Chief/Fire Board Secretary By: Its: Regional Cooperative Care Partnership 16 Joint Powers Agreement CITY OF IMPERIAL BEACH Attest: City Manager/City Clerk By: Its: Regional Cooperative Care Partnership Joint Powers Agreement 17 CITY OF LA MESA Attest: City Manager/City Clerk By: Its: Regional Cooperative Care Partnership Joint Powers Agreement 18 CITY OF LEMON GROVE Attest: City Manager/City Clerk By: Its: Regional Cooperative Care Partnership Joint Powers Agreement 19 CITY OF NATIONAL CITY Attest: City Manager /City Clerk By: Its: Regional Cooperative Care Partnership Joint Powers Agreement 20 SAN MIGUEL CONSOLIDATED FIRE PROTECTION DISTRICT Attest: Fire Chief/Fire Board Secretary By: Its: Regional Cooperative Care Partnership Joint Powers Agreement 21 OFFICE OF THE CITY CLERK 1243 National City Blvd. National City, California 91950 Michael R. Dalla, CMC - City Clerk 619-336-4228 phone / 619-336-4229 fax Various Fire Agencies Regional Cooperative Care Program Frank Parra (Fire) Forwarded Copy of Agreement to Members