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CONTRACT 5144 Joint Powers AgreementAgreement No. 5144 JOINT EXERCISE OF POWERS AGREEMENT TO ESTABLISH A JOINT POWERS AGENCY TO CREATE THE INTEROPERABILITY NETWORK OF THE SOUTH BAY THIS JOINT EXERCISE OF POWERS AGREEMENT (the "Agreement") is made this Apri t 26, 2016 by, between and amongthe following public agencies: CITY OF EL SEGUNDO, a municipal corporation in the State of California; CITY OF GARDENA, a municipal corporation in the State of California; CITY OF HAWTHORNE, a municipal corporation in the State of California; CITY OF HERMOSA BEACH, a municipal corporation in the State of California; CITY OF MANHATTAN BEACH, a municipal corporation in the State of California CITY OF REDONDO BEACH, a municipal corporation in the State of California CITY OF TORRANCE, a municipal corporation in the State of California, and Each of the public agencies executing this Agreement shall individually be referred to as "Member" or collectively referred to as "Members." N RECITALS o A. Whereas the Members require wide area and interoperable communications, and no ON Member acting independently has the resources to construct a communications network providing these capabilities; and B. Whereas the County of Los Angeles and City of Los Angeles each independently operate and maintain radio communications systems which provide wide area radio communications capability; t� and are constructed for optimal coverage within the areas for which these entities have responsibility; and C. Whereas the Members have determined that working in concert and sharing their radio communications resources is in the public interest as it provides the most effective and economical radio communications network for all participating public entities; and D. Whereas the goals of the Members are to provide wide area radio communications for the Members, and to provide the Members with interoperability with the County of Los Angeles, the City of Los Angeles, the Members, and the other independent cities of Los Angeles, as well as the Interagency Communications interoperability System ("[CIS") Master Site in the City of Glendale; and 00090968.docx Agreement No. 5144 E. Whereas the Members agree that it is their goal to evaluate and if feasible, it is cost effective and appropriate for each Member to cause to be established and to participate in a public safety radio network hereinafter referred to as the "South Bay Communications Network," or "SBC- NET" to meet or enhance their current public safety radio communications needs and to provide an all.IIILCI.LUre capable UI expanding LU meet IULUre needs; and F. Whereas the Members are each empowered, pursuant to Section 6500 et. seq. of the California Government Code to execute agreements with other public agencies to jointly exercise powers commonly held by each of the contracting public agencies ("joint powers agreement") and other powers applicable to joint powers agencies by law. NOW, THEREFORE, in consideration of the recitals and mutual obligations of the Members as herein contained, Members agree as follows: ARTICLE GENERAL PROVISIONS 1.01 Purpose. This Agreement is made pursuant to the provisions of Article 1, Chapter 5, Division 7, Title 1 of the California Government Code (commencing with Section 6500, hereinafter the "Joint Exercise of Powers Act"), relating to the joint exercise of powers common to public agencies. The purpose of this agreement is to create an agency that will engage in regional and cooperative planning and coordination of governmental services to establish a wide -area interoperable public safety communications network. As part of this purpose, members will seek to meet or enhance the current public safety radio communications needs, and provide an architecture capable of expanding to meet future needs; develop funding mechanisms; and resolve technical and operational issues in the development and management of a wide -area interoperable public safety communications network. Such purposes are to be accomplished and said common power exercised in the manner hereinafter set forth. 1.02 Creation of Authority. Pursuant to Government Code Section 6507, there is hereby created a public entity to be known as the " Interoperability Network of the South Bay" (hereinafter referred to as the "Authority"). The Authority shall be a public entity separate and apart from the Members and shall administer this Agreement. 1.03 Governance Board. The Authority shall be administered by a governance board ("Board") consisting of as many directors as there are Members who are parties to this Agreement, unless and until such number is changed by amendment of this Agreement. At such point the Board shall consist of as many directors as there are Members of the Authority after such amendment of this Agreement becomes effective. The governance board shall consist of the City Manager of each City Member or the City Member's designee ("Director"). Each Governance Board Director shall have an alternate appointed by the City Manager of each Member or the City Member's designee, who may act in the Director's absence ("Alternate Director"). The names of the Directors and Alternate Directors shall be provided to the Chairman of the Governance Board at the first meeting of the Board. Any change of the Directors or Alternate Directors shall be provided to the Chairman of the Board in writing in advance of any 00090968.docx 2 Agreement No. 5144 subsequent meeting_ Any vacancy shall be filled in the same manner as described herein for appointment. The Board shall be called the Interoperability Network of the South Bay Powers Authority Governance Board" or "the Board." All voting power of the Authority shall reside in the Board. 1.04 Fiscal Year, For purposes of this Agreement, the term "Fiscal Year" shall mean the period from July 1 of each year to and including the following June 30. 1.05 Meetings of the Board. 1.OSA Regular Meetings. The Board shall provide for its regular meetings; provided, however, that at least one regular meeting shall be held every four months. The date, hour and place of the holding of regular meetings shall be fixed by resolution of the Board and a copy of such resolution shall be filed with the City Clerk of each of the Members. 1.05.2 Special Meetings. Special meetings of the Board may be called in accordance with the provisions of the Ralph M. Brown Act (commencing with California Government Code Section 54950). 1.05.3 Call, Notice and Conduct of Meetings. All meetings of the Board, including without limitation, regular, adjourned regular and special meetings, shall be called noticed, held and conducted in accordance with the provisions of the Ralph M. Brown Act. 1.06 Minutes. The Secretary of the Board shall cause to be kept minutes of the meetings of the Board and shall, as soon as possible after each meeting, cause a copy of the minutes to be forwarded to each Director and to the Members. 1.07 Voting. Each Director shall have one vote. An Alternate Director may participate and vote in the proceedings of the Board only in the absence of that Member's Director. No absentee ballot or proxy shall be permitted. 1.08 Quorum; Required Votes; Approvals. A majority of the Board shall constitute a quorum for the transaction of business, except that less than a quorum may adjourn meetings of the Board from time to time. The affirmative votes of a majority of the Directors shall be required to take any action by the Board, except, two-thirds (2/3) vote shall be required to take any action on the following: payment of surplus revenue to Members. A unanimous vote will be required for the issuance of revenue bonds. 1.09 Annual Budget and Administrative Expenses. The Board shall adopt a budget for administrative expenses, which shall include all expenses not included in any financing issue of the Authority, prior to the commencement of each Fiscal Year. Administrative expenses as defined in this Section include expenses incurred to perform the duties of Treasurer of the Authority pursuant to Section 2.02. 00090968.docx 3 Agreement No. 5144 1.10 Bylaws. The Board may adopt, from time to time, such bylaws, rules and regulations for the conduct of its meetings as are necessary for the purposes hereof. ARTICLE II OFFICERS AND EMPLOYEES 2.01 Chairperson, Vice -Chairperson and Secretary. The Board shall elect a Chairperson and Vice -Chairperson from among the Directors, and shall appoint a Secretary who need not be a Director, in July of each calendar year. In the event that the Chairperson, the Vice -Chairperson or Secretary so elected resigns from such office or its represented Member ceases to be a Member of the Authority, the resulting vacancy shall be filled at the next regular meeting of the Governance Board held after such vacancy occurs. The officers shall perform the duties normal to said offices. The Chairperson shall sign all contracts on behalf of the Authority, and shall perform such other duties as may be imposed by the Board. In the absence of the Chairperson, the Vice -Chairperson shall sign contracts and perform all of the Chairperson's duties. 2.02 Treasurer. Pursuant to Government Code Sections 6505.5 and 6505.6, the treasurer of the Authority shall be the Finance Director of the City of Torrance, unless and until the Board by resolution designates another treasurer, who shall be (1) the treasurer or finance director of one of the Members; (2) a certified public accountant; or (3) such other officer or employee as the board shall deem qualified to act as treasurer of the Authority ("Treasurer"). The Treasurer shall be the depository, shall have custody of all of the accounts, funds and money of the Authority from whatever source, shall have the duties and obligations set forth in Government Code Sections 6505, 6505.5 and 6547.9. 2.03 Auditor. The Board shall appoint an auditor who shall be (1) the auditor of one of the Members; or (2) such other officer or employee as the Authority shall deern qualified to act as auditor of the Authority, ("Auditor"). The Auditor shall perform the functions of auditor for the Authority and shall make or cause an independent annual audit of the accounts and records of the Authority by a certified public accountant, in compliance with the requirements of Sections Government Code Sections 6505, 6505.5 and 6505.6 and generally accepted auditing standards. 2.04 Other Employees. The Board shall have the power by resolution to appoint and employ such other officers, employees, consultants and independent contractors as may be necessary for the purpose of this Agreement. 2.05 Privileges and immunities from Liability. All of the privileges and immunities from liability, exemption from laws, ordinances and rules, all pension, relief, disability, workers' compensation and other benefits which apply to the activities of officers, agents or employees of a public agency when performing their respective functions shall apply to the officers, agents or employees of the Authority to the same degree and extent while engaged in the performance of any of the functions and other duties of such officers, agents or employees under this Agreement. None of the officers, agents or employees directly employed by the Board shall be deemed, by reason of their employment by the Board to be employed by the Members or by reason 00090968.docx 4 Agreement No. 5144 of their employment by the Board, to be subject to any of the requirements of the Members. 2.06 Bonding of Persons Having Access to Property. Pursuant to Government Code Section 6505.1, the Members shall designate the public office orofficers or person or persons who have charge of, handle, or have access to any property of the Authority and shall require such public officer or officers or person or persons to file an official bond in an amount to be fixed by the Members. ARTICLE III STANDING COMMITTEES 3.01 Standing Committees. The Board shall establish two standing committees to be known as the "Operations Committee" and the "Technical Committee" for purposes of making recommendations to the Board. Each Director shall appoint one representative to each standing committee. Each Committee shall have a Chairperson appointed by the Board and a Vice Chairperson elected by the members of the respective Committee subject to the concurrence of the Board. The Operations Committee members shall be comprised of First Responding Personnel from each Member. The Technical Committee shall be comprised of Radio Communications Personnel from each Member. A quorum of a Committee shall be a majority of its membership. All meetings of each Committee shall be held in accordance with the Ralph M. Brown Act. 3.02 First Responding Personnel. For purposes of this Agreement, First Responding Personnel shall mean personnel of the departments of fire, police or emergency medical services. 3.03 Radio Communications Personnel. For purposes of this Agreement, Radio Communications Personnel shall mean personnel responsible for radio system management, planning, maintenance and operation. ARTICLE IV POWERS 4.01 General Powers. The Authority shall have the powers common to each of its Members and shall do all acts necessary or convenient to the accomplishment of the purposes of this Agreement, subject to the restrictions set forth in Section 4.04 of this Agreement. As provided in the Joint Exercise of Powers Act, the Authority shall be a public entity separate from the Members. 4.02 Power to Issue Revenue Bonds. The Authority shall have all of the powers provided in Articles 2 and 4 of Chapter 5, Division 7, Title 1 of the California Government Code (hereinafter the "Bond Act"), including the power to issue bonds thereunder, ("Bonds"). 4.03 Specific Powers. 00090968.docx 5 Agreement No. 5144 The Authority is hereby authorized, in its own name, to do all acts necessary for the exercise of the foregoing powers, including but not limited to, any or all of the following: 4.03.1 To make and enter into contracts, provided that under no circumstance shall the Board enter into any contract or commit any act of omission which may result in a debt, liability or obligation, either present or future, for any individual Member, unless such Member expressly agrees in writingto be bound by such contract or conduct; 4.03.2 To acquire, construct, maintain, or operate telecommunications systems or service and to provide the equipment necessary to deliver public services therefrom; 4.03.3 To employ or engage contractors, agents, or employees; 4.03.4 To sue and be sued in its own name; 4.03.5 To apply for, receive and utilize grants and loans from federal, state or local governments or from any other available source in order to pursue the purpose of the Authority; 4.03.6 To issue bonds and otherwise to incur debts, liabilities and obligations, provided that no such bond, debt, liability or obligation shall constitute a debt, liability or obligation to the Members; 4.03.7 To invest any money in the treasury pursuant to Government Code Section 6505.5 which is not required for the immediate necessities of the Authority, as the Authority determines is advisable, in the same manner and upon the same conditions as local agencies, pursuant to Government Code Section 53601; and 4.03.8 To promulgate, adopt, and enforce any rules and regulations, as may be necessary and proper to implement and effectuate the terms, provisions, and purposes of this Agreement. 4.03.9 To establish the procedures and costs for adding new Members and Subscribers. 4.03.10 To establish a cost allocation procedure that will be based upon the total incident numbers generated by Computer Aided Dispatch (CAD) for each Member in 2013, 2014, and 2015. The total incident numbers for each Agency will be reviewed every two years. The cost allocation procedure will provide for a true up based on the biennial review. Withdrawal of any Member will require the cost allocation to be revised. 4.03.11 To adjust the cost allocation procedure to take into account a Member providing staff to the JPA under Sections 2.02 and 2.03_ This could be a credit against the Member's cost allocation. 4.03.12 To determine costs and obligations subject to the following criteria: (a) Costs and obligations stemming from grants issued directly to individual members will be the responsibility of the Member, not the Authority. (b) Costs and obligations stemming from grants issued directly to the Authority will be the responsibility of the Authority, will be based upon the adopted cost allocation procedure. (c) Costs and obligations related to an asset transferred to the Authority will be the responsibility of the Authority, will be based upon the adopted cost allocation procedure. 00090968.docx 6 Agreement No. 5144 (d) Any costs incurred related to grants to the Authority, assets transferred to the Authority, or assets acquired by the Authority will be based upon the adopted cost allocation procedure. 4.04 Limitation on Exercise of Powers. All common powers exercised by the Board shall be exercised in a manner, consistent with, and subject to, the restrictions and limitations upon the exercise of such powers as are applicable to the City of Torrance and as set forth in this Agreement. 4.05 Obligations of Authority. The debts, liabilities and obligations of the Authority shall not be the debts, liabilities and obligations of the Members. In addition, pursuant to Government Code Section 6547.8, no Director shall be personally liable on the Bonds or subject to any personal liability or accountability by reason of the issuance of Bonds. ARTICLE V CONTRIBUTION; ACCOUNTS AND REPORTS; FUNDS 5.01 Contributions. The Members may, in the appropriate circumstance, when required hereunder: (a) make contributions from their treasuries for the purposes set forth herein; (b) make payments of public funds to defray the cost of such purposes; (c) make advances of public funds for such purposes, such advances to be repaid as provided herein; (d) use its personnel, equipment or property in lieu of other contributions or advances; or (e) recover costs for staff labor and duties pursuant to Section 2.02 and Section 4.03.12. Contributions will be set pursuant to the procedures found in Section 4.03.10. The provisions of Government Code Section 6513, as it may be amended from time to time, are hereby incorporated into this Agreement by reference. 5.02 Accounts and Reports. To the extent not covered by the duties assigned to a trustee chosen by the Authority, the Treasurer shall establish and maintain such funds and accounts as may be required by good accounting practice or by any provision of any trust agreement entered into with respect to the proceeds of any bonds issued by the Authority. The books and records of the Authority in the hands of a trustee or the Treasurer shall be open to inspection at all reasonable times by duly appointed representatives of the Members. The Treasurer, within 180 days afterthe close of each Fiscal Year, shall give a complete written report of all financial activities for such Fiscal Year to the Members to the extent that such activities are not covered by the report of such trustee. The trustee appointed under any indenture or trust agreement shall establish suitable funds, furnish financial reports and provide suitable accounting procedures to carry out the provisions of said trust agreement. Said trustee may be given such duties in said indenture or trust agreement as may be desirable to carry out this Agreement. 5.03 Funds. Subject to the applicable provisions of any instrument or agreement which the Authority may enter into which may provide for a trustee to receive, have custody of and disburse Authority funds, the Treasurer of the Authority shall receive, have custody and disburse Authority funds in accordance with laws applicable to public agencies and generally accepted accounting practices, and shall make the 00090968.docx 7 Agreement No. 5144 disbursements required by this Agreement or to carry out any of the purposes of this Agreement. 5.04 Use of Prime Site and Infrastructures. The City of Torrance shall permit the use of its Prime Site and use of its infrastructure to the Authority_ Members that Currently maintain !nfrastructure or Members that intend to develop infrastructure In the future may permit the use of such Infrastructure to the Authority. Members not developing an Infrastructure may permit the use of radio stations and/or trunking-capable frequencies_ 5.05 Sharing of Frequencies. Members holding licenses to frequencies ("Licenses") may authorize the Authority to share the use of such frequencies and/or radio stations in accordance with the Code of Federal Regulations, (47 CFR 90.179). Such authorization may be revoked by the Member holding the License at any time, upon 90 days advanced written notice to the Authority. Licenses t o frequencies shall remain primary to the Member holding the License. Any authorization for the use of such License shall be made pursuant to a written agreement between the Member and Authority. Member Agencies shall permit the use of their current or future sites as shared sites. 5.06 Infrastructure. For purposes of this Agreement, Infrastructure shall mean an interconnected trunked radio system or remote site, not including the Prime Site or improvements thereto, or any system microwave. 5.07 Prime Site. For purposes of this Agreement, Prime Site shall mean the City ofTorrance's systems and equipment through which the infrastructure components are interconnected and which controls subscribers roaming through remote sites. 5.08 Upgrade and Replacement Subject to the Board's approval based on an interval or criteria of its own choosing, the costs related to equipment upgrades and replacements shall be allocated per the approved model, provided that they improve the capabilities or extend the useful life of the overall system. This shall apply to jointly -owned JPA assets and agency -owned assets, as unanimously agreed upon by the Board. ARTICLE VI TERM, WITHDRAWAL AND TERMINATION 6.01 Term. This Agreement shall become effective, and the Authority shall come into existence, on the date when at least two Members have approved and executed this Agreement, and this Agreement and the Authority shall thereafter continue in full force and effect so long as there are at least two Members who are participating as part of the Authority. However, if any Bonds have been issued and remain outstanding, this Agreement cannot be terminated, and Members benefiting from such Bonds shall not withdraw from the Authority, until all revenue bonds or other forms of indebtedness issued pursuant hereto, and the interest thereon, shall have been paid or adequate provision for such payment shall have been made in accordance with the resolution (or indenture) adopted by the Board. No. termination or amendment shall be made which is contrary to the language, spirit or intent of any contract and/or grant agreement entered into by the Authority. 00090968.docx 8 Agreement No. 5144 6.02 Withdrawal by Members. Subject to the restriction on withdrawal contained in Section 6.01 above, members of the Authority may withdraw from membership based upon the following provisions. Members who do not provide Infrastructure to the Authority shall provide ninety (90) days advanced written notice of intent to withdraw from the Authority to the Chairperson. Members which provide Infrastructure to the Authority, shall provide twelve (12) months advanced written notice of intent to withdraw from the Authority to the Chairperson. The City of Torrance shall provide twenty-four (24) months advanced written notice of intent to withdraw from the Authority to the Chairperson. in the event the City of Torrance withdraws from the Authority, the Authority and/or the remaining Members independently shall have the right and option, for consideration received, to remain interconnected with City of Torrance's Prime Site, provided City of Torrance radio users retain the right to roam onto those Members' Infrastructure, and the Members provide funds that are mutually agreeable and sufficient for the maintenance of that portion of the Prime Site used by the Members. This option must be exercised by entering into a separate agreement between the City of Torrance and by the adoption of a resolution by the Board or by the governing body of the Member on or before sixty (60) days prior to the last day for withdrawal of the City of Torrance. 6.03 Financial Liability of Withdrawing Members (a) A withdrawing Member shall remain liable for all financial liabilities incurred during its membership in the Authority; however,'the Member shall not be liable for any new financial liabilities incurred after submitting written notice to withdraw. (b) The withdrawing Member must continue to pay its share of operating costs during the ninety day, twelve month, or twenty-four month notice period, as applicable, after submitting its written notice of the intent to withdraw. (c) The Authority and the withdrawing Member may negotiate a buy-out agreement for early termination of membership to retire any ongoing financial obligations the Member shares with the Authority. (d) If a withdrawing Member holds a seat on the Board, that Member's participation on the Board shall immediately cease when the written notice to withdraw is submitted. 6.04 Retention of Assets by Withdrawing Members. Each Member shall hold its licenses and retain sole ownership of its licenses, including those authorized for use by the Member to the Authority. The licenses and any System Components provided by a Member to the Authority shall remain the sole asset of that Member unless otherwise negotiated. If requested by the Authority, the withdrawing member shall consider options for the Authority's continued use of Member assets. Acceptance of any option is at the sole discretion of the withdrawing Member. In addition, the use by the Authority of the withdrawing Member"s System Components shall be terminated upon the effective date of withdrawal, and such System Components shall remain the sole asset of the withdrawing Member, unless otherwise agreed. Such withdrawing Member shall have no interest or claim in any remaining assets of the Authority, the Board, or of any of the remaining Members. 6.05 Termination of Authority and Disposition of Assets. Upon termination of this Agreement and dissolution of the Authority by all Members then party to this Agreement and after payment of all obligations of the Authority, all property of the Authority, both real and personal, shall be divided among such Members in shares proportionate to the total contributions for 00090968.docx 9 Agreement No. 5144 the acquisition of said property made by such Members. Upon a vote of a two-thirds majority of the Board, the Board maysell such propertyand distribute the proceeds of such sale among such Members in shares proportionate to the total contributions for the acquisition of said property made by such Members. If the assets consist of money, any money in the possession of the Authority shall be divided in proportion to the contributions made by the Members then party to this Agreement. Members shall hold their licenses and retain their licensing rights to the shared frequencies authorized to the Authority. In addition, each Member shall hold their Licenses and retain their Licensing rights to the shared frequencies authorized to the Authority pursuant to Section 5.05 and any Infrastructure provided by the Member to the Authority shall remain the sole asset of that Member. 6.06 Inability to Contribute Should a Member not be able to pay their share of any Board approved cost, they agree to withdraw from the 1PA and forfeit any prior real or financial contributions. All other provisions in this Agreement shall remain intact as described (i.e. frequency sharing, site sharing). At the Board's discretion, based on a majority vote, it may allow a Member a 30-day late payment grace period or a 1-time adjusted allocation with the Member owing nothing. ARTICLE VII MISCELLANEOUS PROVISIONS 7.01 Notices. Any notice required or permitted to be made hereunder shall be in writing and shall be delivered in person or by certified or registered mail, postage prepaid, addressed to the attention of the Secretary of the Authority and to the City Clerk of each of the City Members and the Executive Director of the Authority at their principal place of business. Any written notice sent by first class United States mail shall be deemed given on the third (3rd) business day after deposit. Any written notice sent via certified return receipt requested shall be deemed given on the date such return receipt is signed by the addressee. 7.02 Amendment; Addition of Members. 7.02.1 In addition to the original signatories to this Agreement, any local agency may become a Member of the Authority. The addition of any local agency shall become effective upon: (i) the execution on behalf of such local agency of a counterpart of this Agreement and the delivery of such executed counterpart to the Board; and (ii) the adoption of a resolution of the Board admitting that local agency to the Authority. As used in this Section, local agency shall mean a county, a city, whether general law or chartered, or a joint powers agency. 7.02.2 This Agreement may be amended at any time by a minimum two/thirds (2/3) agreement of the then existing Members, evidenced by the execution of a written amendment to this Agreement. 7.03 Membership. Notwithstanding any other provisions of this Agreement, if all the Members named on the first page of this Agreement have not approved and executed this Agreement on or before May 1, 2016, but two or more of the Members have approved and executed this Agreement on or before said date, then 00090968.docx 10 Agreement No. 5144 the Authority shall be deemed created by only those Members who have approved and executed this Agreement on or before said date, and only those agencies shall be parties to this Agreement. After May 1, 2016, any agencies who are not then parties to this Agreement may become parties in the manner set Forth in Section 7.02.1. 7.04 Consents and Approvals. Any consents or approvals required under this Agreement shall not be unreasonably withheld. 7.05 Enforcement of Authority. The Authority is hereby authorized to take any or all legal or equitable actions, including but not limited to injunction and specific performance, necessary or permitted by law to enforce this Agreement. 7.06 Severability. If anyone or more of the terms, provisions, promises, covenants, or conditions of this Agreement shall to any extent be adjudged invalid, unenforceable, void, or voidable for any reason whatsoever by a court of competent jurisdiction, each and all of the remaining terms, provisions, promises, covenants, and conditions of this Agreement shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law. 7.07 Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of each Member. 7.08 Assignment. No Member shall assign any rights or obligations under this Agreement without the prior written consent of all other Members. 7.09 Governing Law. This Agreement is made in the State of California under the Constitution and laws of such state and is to be so construed.. 7.10 Headings. The section headings herein are for convenience governing the language of this Agreement. 7.11 Counterparts. This Agreement may be executed in counterparts only and are not to be construed as modifying or 7.12 No Third -Party Beneficiaries. This Agreement and the obligations hereunder are not intended to benefit any party other than the SBC- NET JPA and its Members, except as expressly provided otherwise herein. No entity not a signatory to this Agreement shall have any rights or causes of action against any party to this Agreement as a result of that party's performance or nonperformance under this Agreement, except as expressly provided otherwise herein. 7.13 Filing of Notice of Agreement. Within 30 days after this Agreement becomes effective, the City of Torrance shall file with the Secretary, 00090968.docx 11 Agreement No. 5144 of State the notice of Agreement required by Government Code Section 6503.5, 7.14 Conflict of Interest Code. The Board shall adopt a conflict of interest code as required by law. 7.15 Indemnification. The Authority shall defend, indemnify and hold harmless each of the Members from any and all claims, losses, suits, injuries, damages, costs and expenses, including attorney's fees, arising from or as a result of any acts, errors or omissions of the Authority or its officers, agents or employees, to the extent of the Authority's negligence or willful misconduct. The indemnity granted under this Section shall extend to the officers, agents, employees and contractors of each indemnified party_ 7.16 Dispute Resolution/Legal Proceedings. Disputes regarding the interpretation or application of any provision of this Agreement shall, to the extent reasonably feasible, be resolved through good faith negotiations between the Members and/or the Authority. If any action at law or in equity is brought to enforce or interpret this Agreement, the prevailing party in such action shall be entitled to reasonable attorney's fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded. IN WITNESS WHEREOF, the Members have caused this Agreement to be executed and attested by their proper officers thereunto duly authorized, as follows: CITY OF EL SEGUNDO ftay&ty &ofEl Segundo CITY OF GARDENA Mayor, City of Gardena CITY OF HAWTHORNE Mayor, City of Hawthorne 00090968.docx 12 Approved as to form I` City Attorney, City f m.I Segundo Approved as to form City Attorney, City of Gardena Approved as to form City Attorney, City or Hawthorne Agreement No. 5144 of State the notice of Agreement required by Government Code Section 6503.5. 7.14 Conflict of interest Code. The Board shall adopt a conflict of interest code as required by law, 7.15 Indemnification. The Authority shall defend, indemnify and hold harmless each of the Members from any and all claims, losses, suits, injuries, damages, costs and expenses, including attorney's fees, arising from or as a result of any acts, errors or omissions of the Authority or its officers, agents or employees, to the extent of the Authority's negligence or willful misconduct. The indemnity granted under this Section shall extend to the officers, agents, employees and contractors of each indemnified party. 7.16 Dispute Resolution/Legal Proceedings. Disputes regarding the interpretation or application of any provision of this Agreement shall, to the extent reasonably feasible, be resolved through good faith negotiations between the Members and/or the Authority. If any action at law or in equity is brought to enforce or interpret this Agreement, the prevailing party in such action shall be entitled to reasonable attorney's fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded. IN WITNESS WHEREOF, the Members have caused this Agreement to be executed and attested by their proper officers thereunto duly authorized, as follows: CITY OF EL SEGUNDO Mayor, City of El Segundo CITY OF GARDENA Mayor, City Ja e �a CITY OF HAWTHORNE Mayor, City of Hawthorne 00090968.docx 12 Approved as to form City Attorney, City of El Segundo Approved as to form City Attorney, City of Gardena Approved as to form City Attorney, City or Hawthorne Agreement No. 5144 of State the notice of Agreement required by Government Code Section 6503.5. 7.14 Conflict of Interest Code. The Board shall adopt a conflict of interest code as required by law. 7.15 Indemnification. The Authority shall defend, indemnify and hold harmless each of the Members from any and all claims, losses, suits, injuries, damages, costs and expenses, including attorney's fees, arising from or as a result of any acts, errors or omissions of the Authority or its officers, agents or employees, to the extent of the Authority's negligence or willful misconduct. The indemnity granted under this Section shall extend to the officers, agents, employees and contractors of each indemnified party. 7.16 Dispute Resolution/Legal Proceedings. Disputes regarding the interpretation or application of any provision of this Agreement shall, to the extent reasonably feasible, be resolved through good faith negotiations between the Members and/or the Authority. If any action at law or in equity is brought to enforce or interpret this Agreement, the prevailing party in such action shall be entitled_ to reasonable attorney's fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded. IN WITNESS WHEREOF, the Members have caused this Agreement to be executed and attested by their proper officers thereunto duly authorized, as follows: CITY OF EL SEGUNDO Mayor, City of El Segundo CITY OF GARDENA Mayor, City of Gardena CITY O6,HAWTHORNE Mayor, of Hawthorne 000909600.docx 12 Approved as to form City Attorney, City of El Segundo Approved as to form City Attorney, City of Gardena Approved as to form —fty Attorney,Jiy Hawthorne Agreement No. 5144 CITY OF HERMOSA BEACH AppZL M r, City f Hera I Citya Beach CITY OF MANHATTAN BEACH Approved as to form Mayor, City of Manhattan Beach City Attorney, City of Manhattan Beach CITY OF REDONDO BEACH Approved as to form Mayor, City of Redondo Beach City Attorney, City of Redondo Beach CITY OF TORRANCE Approved as to form Mayor, City of Torrance City Attorney, City of Torrance 00090968_docx 13 Agreement No. 5144 CITY OF HERMOSA BEACH Mayor, City of Hermosa Beach CITY OF MANHATTAN BEACH Mayor, Wit of Mafia rattan Beach CITY OF REDONDO BEACH Mayor, City of Redondo Beach CITY OF TORRANCE Mayor, City of Torrance 00090968_docx 13 Approved as to form City Attorney, City of Hermosa Beach Approved as to fors City Attorney, City of Manhattan Beach Approved as to form City Attorney, City of Redondo Beach Approved as to form City Attorney, City of Torrance Agreement No. 5144 CITY OF REDONDO BEACH Approved as to form w Mayor, Ci(y I ondo Beach City Attorney, City of Redondo Beach ATT a'T: APPROVED -Ele no ?a o, City Clerk Jill Ero Risk Manager CITY OF TORRANCE Approved as to form Mayor, City of Torrance City Attorney, City of Torrance 13 DUPL ICA TE Agreement No. 5144 CITY OF HERMOSA BEACH Mayor, City of Hermosa Beach CITY OF MANHATTAN BEACH Mayor, City of Manhattan Beach CITY OF REDONDO BEACH Mayor, City of Redondo Beach Dk� CA e'-Y� 00090968.docx 13 Approved as to form City Attorney, City of Hermosa Beach Approved as to form City Attorney, City of Manhattan Beach Approved as to form City Attorney, City of Redondo Beach Approved as to form City Attorney, City of Torrance