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Self-Insurance Authority for Effective Risk Management (SAFER) • ESECQTION COPY JOINT POWERS AGREEMENT _ OF THE SELF-INSURANCE AUTHORITY FOR EFFECTIVE RISK MANAGEMENT (SAFER) sv2:I635I8.13 . • TABLE OF CONTENTS PAGE Section 1 . Recitals 1 Section 2. Definitions 3 Section 3. Purpose. Section 4. Member's Warranties. 7 Section 5. Effective Date. Term 7 a Effective Date. 7 b Term. 7 8 Section 6. Operation. . 8 Creation of Authority.Section 7. Y (a) Creation. 8 (b) Name. 8 . 8 Powers of Authority.Section 8. Y Section 9. Board of Directors. 10 (a) Creation. 10 Membership p of Board. 10 Section 10. Powers of the Board of Directors. 12 Section 11 . Meetings s of the Board of Directors. 13 Meetings s 13 (a) g (b) Minutes. 13 (C) Quorum. 13 (d) Compliance with the Brown Act 14 (e) Roberts Rules of Order. 14 County 14 Section 12. Co y of the Authority. 15 Section 13. OfficersY 0 0 (a) Chair, Vice Chair and Secretary. 15 (b) Duties of Secretary 16 (c) Treasurer. 16 (d) General Counsel 16 Section 14. Creation of Administrative & Claims Committee. 17 Section 15. Function of Administrative & Claims Committee. 19 Section 16. Powers of Administrative & Claims Committee. 19 Section 17. Meetings of the Administrative & Claims Committee. 21 Section 18. Administrator 21 Section 19. Appointment of Administrator. 22 Section 20. Liability Coverage 23 Section 21 . The Joint Protection Program 24 Section 22. Events of Default. 27 Section 23. Action on Default. 28 Section 24. Non-waiver. 28 Section 25. Remedies Not Exclusive. 29 Section 26. Accounts and Records. 29 (a) Annual Budget. 29 (b) Funds and Accounts. 29 (c) Treasurer's Report. 29 (d) Annual Audit. 30 . (e) Costs. 30 Section 27. Responsibility for Funds. 30 Section 28. Responsibilities of the Authority. 32 Section 29. Responsibilities of Members 34 Program. 35 Section 30. Interim Period and Effective Date of Pro 9 LAX2:163528.13 -ii- , ii- (a) 0 0 , Interim Period. 35• (b) Effective Date. 35 Section 31 . New Members. 35 Section n 32. - Withdrawal. 36 Section 33. Termination. 36 Section 34. Effect of Default, Withdrawal or Termination. 36 Section 35. Termination and Distribution. 37 Section 36. Notices. 39 Section 37. Amendment 39 Section 38. Prohibition Against Assignment. 39 Section 39. Agreement Complete. 40 Section 40. Counterparts.arts. . 40 p LAX2:163528.13 -i i i- • JOINT POWERS AGREEMENT OF THE SELF-INSURANCE AUTHORITY FOR EFFECTIVE RISK MANAGEMENT (SAFER) This Joint Powers Agreement ("Agreement") of the Self-Insurance Authority -- for Effective Risk Management (SAFER) ("Authority") is made and entered into by and among the public entities (collectively, "Members") who are signatories to this Agreement, pursuant to Section 6500 g seq. of the Government Code and other applicable law; WITNESSETH: The parties to this Agreement do agree as follows: Section 1 . Recitals. This Agreement is made and entered into based upon the following facts: (a) Applicable law, including, without limitation, California Government Code Section 6500 el sec, provides that two or more public agencies may by agreement jointly exercise any powers which are common to the contracting parties; and LAX2:163528.13 • • (b) Applicable state law, including, without limitation, California Government Code Section 990.4, permits a local public entity to self-insure; to purchase insurance through an authorized carrier; to purchase insurance through a surplus lines broker, and/or to do any combination of the above; and (c) Local governmental agencies may, pursuant to Section 990.8 of.the Government Code, by entering into a joint powers agreement, provide insurance for any purpose by any one or more of the methods referred to above; and (d) The legislative bodies of each of the public entity parties to this Agreement have determined as to those public entities, that the public interest, convenience and necessity will be best served by the execution and implementation of this Agreement which will allow the parties hereto to pool their self-insured losses; purchase excess insurance and provide for administrative services in connection with a joint protection program; the legislative bodies of the Members, based upon staff reports have found that it is economically feasible and practical for the parties to this Agreement to do so. LAX2:163528.13 -2- 0 0 . Section 2. Definitions. The following words and phrases as used in this Agreement shall have the following meanings ascribed to them, unless the context clearly otherwise requires: •- (a) "Administrative & Claims Committee" shall mean the committee of the Authority created pursuant to Section 14 hereof. (b) "Administrator" shall mean the entity appointed to perform the administrative function for the Authority including the evaluation and management of claims and settlement of claims of less than $100,000 or such other amount as may be established by the . Administrative and Claims Committee. • (c) "Agreement" shall mean this Joint Powers Agreement, as it now exists or may hereafter be lawfully amended. (d) "Authority" shall mean the public entity created pursuant to Section 7 • of this Agreement. . (e) "Board of Directors" or "Board" shall mean the governing body of the Authority. LAX2:163528.13 -3- . 3- 0 0 . (f) "CCCA" shall mean the California Contract Cities Association. • (g) "Claims" shall mean claims or demands made against a Member or the County or both arising out of occurrences which are within the -- Authority's joint protection program as approved by the Administrative & Claims Committee. (h) "County" shall mean the County of Los Angeles. (i) "Excess Insurance" shall mean insurance coverage purchased on behalf of the Authority to protect the funds of the Authority against catastrophes or an unusual frequency of losses during a single year. (j) "Fiscal Year" shall mean that period of twelve (12) months commencing on July 1st of each year occurring during the term of this Agreement. (k) "Indemnification Agreement" shall mean that agreement entered into by and between each Member and the County replacing the terms of the existing "Assumption of Liability Agreement", as more fully described in Section 12 hereof. LAX2:163528.13 -4- . (I) "Insurance" shall mean any commercial insurance contract. (m) "Joint Protection Program" shall mean and include, without limitation, all of the following as adopted, followed, practiced, or approved by the Administrative and Claims Committee: i. the Authority's process for accepting, rejecting, adjusting, defending and paying claims; ii. the Authority's statement or memorandum of coverage of liability claims; iii. the Authority's formula or process for calculating deposits Members are obligated to pay to the Authority; iv. the level of risk pooled by the Members in the Authority; and v. the type, cost and limits of purchased insurance. (n) "Liability Coverage" shall mean self-insurance through a funded program and may include a commercial insurance contract. LAX2:163528.13 -5- 0 0 . (o) "Member" shall mean a public agency which is a party to this Agreement, collectively "Members". The names of Members who are initial signatories to this Agreement are set forth on Appendix "A", attached hereto. (p) "SCJPIA" shall mean the Southern California Joint Powers Insurance Authority, as that entity now exists or shall hereafter be renamed. (q) "Secretary" shall mean the Secretary of the Board elected by the Members. Section 3. Purpose. The Members have entered into this Agreement . pursuant to applicable law in order to: (a) Provide comprehensive and economical liability coverage; and (b) Reduce the frequency and severity of claims against the Members and • thereby reduce costs; and (c) Provide more effective risk management policies and practices. LAX2:163528.13 -6- . • Section 4. Member's Warranties. Each Member warrants to each other Member: (a) That it had the legal authority to enter into this Agreement; and (b) That it took all necessary steps required to duly authorize the execution of this Agreement on behalf of such Member; and (c) That this Agreement shall be binding and in full force and effect as to each such Member; and (d) That it will act in good faith and deal fairly with the other Members. Section 5. Effective Date. Term. (a) Effective Date. This Agreement shall be effective on and after the date of execution hereof by the last of twenty-seven (27) Cities. (b) Term. The term of this Agreement shall continue until it is terminated as provided in Section 35 hereof. LAX2:163528.13 -7- Section 6. Operative Date. This Agreement shall be operative on and after the execution of an Indemnification Agreement by and between each Member and the County of Los Angeles, provided, however, that in no event shall this Agreement become operative prior to the Effective Date of this Agreement. Section 7. Creation of Authority. Name. (a) Creation. Pursuant to Section 6500 at seq. of the California Government Code, and other applicable law, the Authority is hereby created as a public legal entity separate and apart from the Members. (b) Name. The name of the Authority shall be the "Self-Insurance Authority for Effective Risk Management" (SAFER). Section 8. Powers of Authority. (a) The Authority shall have the powers referred to herein expressly, or which arise by implication from the terms of this Agreement, and the Authority is hereby authorized to exercise all powers necessary, L.AX2:163528.13 -8- • • convenient or required to implement this Agreement, including, but not limited to, any or all of the following: (1 ) To make and enter into contracts; and (2) To incur debts, liabilities or obligations; and (3) To acquire, receive and hold or dispose of real and/or personal property, including, but not limited to, contributions and donations of property, funds, services and other forms of assistance from persons, firms, corporations and governmental entities; and (4) To sue and be sued in its own name; and (5) To exercise all express and implied powers necessary, convenient and proper to carry out the terms and provisions of this Agreement, or otherwise authorized by law. (b) Powers provided for herein shall be exercised pursuant to the terms of this Agreement and in a manner consistent with applicable law. (c) In accordance with Government Code Section 6509, the powers of the Authority shall be exercised in the manner prescribed in the Joint Exercise of Powers Act, Government Code Sections 6500 et seq., as that Act now exists and may hereafter be amended, and shall be LAX2:163528.13 -9- 0 0 . subject to the restrictions upon the manner of exercising such powers that are imposed upon the City of Lakewood, California, in the exercise of similar powers. -- Section 9. Board of Directors. (a) Creation. There is hereby created a Board of Directors ("Board") which shall act as the governing body of the Authority. (b) Membership of Board. Representatives shall be appointed to serve on the Board in accordance with the following: (1 ) Regular Representatives. Each Member shall designate and appoint, from time to time, a person who is a member of its elected legislative body in good standing, who shall be that Member's principal appointee to the Board ("Representative"). Persons so appointed shall automatically be deemed to have • vacated office as a member.of the Board should that person, for any reason, cease to be a member of the elected legislative body of the appointing Member. LAX2:163528.13 -10- . • (2) Alternate Representatives. Each Member shall designate and appoint a person as an alternate representative to serve on the Board in the absence of the Regular Representative of that Member. Persons so appointed by the legislative body of each Member shall be an officer or employee of the Member. An alternate representative shall be seated and authorized to act as a member of the Board only when the Regular Representative of that Member is not present and acting as a member of the Board. (3) Limitation on Appointment. Persons appointed as Regular or Alternate Representatives to the Board shall serve at the pleasure of the legislative body of the appointing Member. (4) Voting., Persons seated on the Board shall be entitled to cast a vote on matters pending before the Board, only if such person is physically present at the meeting of the Board. (5) Participation of Alternates. An Alternate Representative may participate in the proceedings of the Board only in the absence of that Member's Regular Representative. L.AX2:163528.13 -1 (6) Notice of Change of Representative. A Member shall give notice to the Authority of a change in the Regular or Alternate Representative by a notice to be given as set forth in Section 36 hereof. (7) Proxy Voting. No absentee ballot or proxy shall be permitted. Section 10. Powers of the Board of Directors. The Board of Directors of the Authority shall have the following powers and functions: (a) The Board shall review, modify as necessary, and thereafter adopt the annual operating budget of the Authority, including the Joint Protection Program and the amount of Member's deposits, as submitted by the Administrator. (b) The Board shall receive and review periodically, audits of all funds of the Authority. (c) The Board may review all acts of the Administrative & Claims Committee, and shall have the power to modify and/or override any decision or action of the Administrative & Claims Committee upon a majority vote of the entire Board. LAX2:163528.13 -12- , (d) The Board shall have the authority to remove and replace the Administrator upon a majority vote of the entire Board. (e) The Board may adopt by-laws to the extent not inconsistent herewith. Section 11 . Meetings of the Board of Directors. (a) Meetings. The Board shall hold at least one meeting in each fiscal year at a time and place to be determined by the Administrative and Claims Committee. A majority of the Board may call a special meeting. (b) Minutes. The Secretary of the Authority shall cause minutes of all meetings to be kept and shall, as soon as practicable after each meeting, cause a copy of the draft minutes to be forwarded to each member of the Board and to each Member. (c) Quorum. A majority of the members of the Board shall constitute a quorum for the transaction of business, except that less than a quorum may adjourn from time to time. A vote of the majority of those members present at a meeting shall be sufficient to take action LAX2:163528.13 -1 3- • on matters duly presented to the Board, except as otherwise set forth herein. (d) Compliance with the Brown Act. All meetings of the Board shall be called, noticed, held and conducted in accordance with the provisions of the Ralph M. Brown Act (California Government Code Section 54950 el leg.) and other applicable laws. (e) Roberts Rules of Order. The substance of Roberts Rules of Order shall apply to proceedings of the Board, except as otherwise set forth herein. Section 12. County. Each Member has, by written contract, engaged the services of County. Contracts relating to the provision by the County of police services to the Member are described on Appendix "B"- Each Member shall execute an indemnification agreement with the County modifying the terms of the existing "Assumption of Liability Agreement" in effect by and between the County and each Member providing that as of the effective date of such indemnification agreement, the Assumption of Liability Agreement no longer applies to the applicable services provided to the Member by the County as set forth in the indemnification agreement. Each such Member shall, as a part of the indemnification agreement amending the Assumption of Liability Agreement with LAX2:163528.13 -14- the County, undertake to provide to County an indemnity for third party liability arising out of the performance of the services specified therein. Section 13. Officers of the Authority. (a) Chair. Vice Chair and Secretary. The Board shall elect members of the Board, who are also members of the Board of Directors of the CCCA, to serve as Chair, Vice Chair and Secretary of the Authority, each to hold office for a three-year term, except as hereinafter provided, and until a successor is elected and qualified. At the initial meeting of the Board it shall elect a Chair for a three-year term, a Vice Chair for a two-year term and a Secretary for a one-year term. At the Second Annual Meeting of the Board, the Board shall elect a Secretary for a three-year term. At the Third Annual Meeting of the Board, the Board shall elect a Vice Chair for a term of three years. Thereafter, the election of Chair, Vice Chair and Secretary shall be in sequential years. In the event the Chair or Vice Chair or Secretary so elected ceases to be a member of the Board, the resulting vacancy in the • office of Chair or Vice Chair or Secretary shall be filled at the next regular meeting of the Board held after such vacancy occurs. The Administrative and Claims Committee may call a special meeting of the Board for the purpose of conducting an election of officers. In the LAX2:163528.13 -1 5- . absence or inability of the Chair to act, the Vice Chair shall act as Chair. (b) Duties of the Secretary. The Secretary shall be responsible for all minutes, notices and records of the Authority and shall perform such other duties as may be assigned by the Board. (c) Treasurer. The Treasurer shall be the Treasurer of the SCJPIA. The Treasurer shall serve at the pleasure of the Board and may, at any time, with or without cause be dismissed by the Board. The Treasurer shall comply with the duties set forth in Section 6505.6 of the Government Code and in this Agreement. (d) General Counsel. The Administrative and Claims Committee shall select a qualified attorney to act as the General Counsel of the Authority. The Administrative and Claims Committee shall also be empowered to employ other attorneys, as needed as assistants to the • General Counsel or as Special Counsel to handle specific legal matters. The General Counsel and all other attorneys, shall serve at the pleasure of the Administrative and Claims Committee, and may at any time, be dismissed with or without cause. LAX2:163528.13 -1 6- (e) The Board shall have the power to appoint such other officers and employees as may be necessary in order to carry out the purposes of this Agreement. Section 14. Creation of Administrative & Claims Committee. There is hereby created an Administrative & Claims Committee (the "Administrative & Claims Committee"). The Administrative & Claims Committee shall be empowered to make and implement actions concerning the Joint Protection Program and to evaluate claims exceeding the settlement authority of the Administrator, as provided for in this Agreement, except for any decision which would require an amendment of this Agreement. The Administrative & Claims Committee shall be constituted as follows: • (a) The Chair of the Board, the Vice Chair of the Board and the Secretary of the Board shall serve as members of the Administrative & Claims Committee. (.b) Two (2) elected officials from the SCJPIA Executive Committee shall be selected by the SCJPIA Executive Committee to serve as members of the Claims Committee, provided, however, that SCJPIA is now serving and continues to serve as Administrator. LAX2:163528.13 -1 7- , 0 0 . (c) The Executive Director of CCCA and the Executive Director of SCJPIA shall serve as members of the Administrative & Claims Committee, provided, however, that SCJPIA is now serving and continues to serve as Administrator. (d) One (1) City Manager from a member city of CCCA shall be selected by the City Managers' Committee of the CCCA to serve as a member of the Administrative & Claims Committee. (e) A representative from the Los Angeles County Sheriff's Department holding a rank no less than that of Assistant Sheriff may be appointed by the Los Angeles County Sheriff to serve as a member of the Administrative & Claims Committee. (f) A representative from an insurance company, from which SAFER purchases insurance, may be selected by a majority vote of the Administrative & Claims Committee to serve as a non-voting member of the Administrative & Claims Committee, provided, however, that such representative shall be excluded from meetings of the Administrative & Claims Committee during which a dispute of coverage by the County is considered. LAX2:163528.13 -1 8- . E Section 15. Function of Administrative & Claims Committee. Such Committee shall meet from time to time as deemed necessary by them, and shall make recommendations to the Board based upon its expertise. Section 16. Powers of the Administrative & Claims Committee. The Administrative & Claims Committee shall: (a) approve a Joint Protection Program for the Authority, subject to review, modification and adoption by the Board; (b) evaluate claims in excess of the settlement authority of the Administrator; (c) conduct on behalf of the Authority all business of the Authority not reserved in this Agreement for the Board; (d) call meetings of the Board; (e) as needed, the Administrative & Claims Committee may create permanent or ad hoc advisory committees, to give advice to the Administrative & Claims Committee on such matters as may be referred to such committee by the Administrative & Claims LAX2:163528.13 -19- , 19- • Committee. Such a committee shall remain in existence until it is dissolved by the Administrative & Claims Committee. Members of the Administrative and Claims Committee, who are otherwise qualified, shall be appointed to such committees by the Administrative & Claims Committee and each such appointee shall serve at the pleasure of the Administrative & Claims Committee; (f) the Administrative & Claims Committee shall adopt a policy for the control and investment of the Authority's funds and shall require strict compliance with such policy. The policy shall comply, in all respects, with Government Code Section 53646 and all other provisions of applicable law; • (g) the Administrative & Claims Committee shall be permitted to authorize, on behalf of the Authority, the issuance of bonds or other evidence of indebtedness pursuant to the provisions of Section 6540 el seq., of the Government Code and/or any other applicable laws; (h) the Administrative & Claims Committee shall have such other express powers as are provided for in this Agreement, and such powers which are necessarily implied pursuant to the terms of this Agreement; and LAX2:163528.13 -20- • (i) the Administrative & Claims Committee may adopt by-laws. Section 17. Meetings of the Administrative & Claims Committee. The meetings of the Administrative & Claims Committee shall be held and conducted in the same manner as the meetings of the Board. Section 18. Administrator. The Administrator shall serve as the administrative body of the Authority. The Administrator shall have the general administrative responsibility for the activities of the Authority and the implementation of the Joint Protection Program. The duties of the Administrator shall include, but not be limited to the following: (a) prepare and implement a Joint Protection Program for the Authority; (b) select and purchase all necessary insurance, including excess insurance, necessary to carry out the Joint Protection Program; (c) have the authority to contract for or develop various services for the Authority, including, but not limited to, claims adjusting, loss control and risk management consulting services;, LAX2:163528.13 -21- 0 • . (d) cause to be prepared an operating budget of the Authority for each fiscal year, subject to review, modification and adoption by the Board; (e) receive and act upon reports of the Administrative & Claims -- Committee; (f) evaluate and administer claims of less than $100,000 or such other amount as may be established by the Administrative and Claims Committee; (g) exercise the general supervisory and policy control over the day-to-day decisions and administrative activities of the Authority; (h) exercise such other powers and functions as are provided for in this Agreement; and (i) provide, from time to time, reports regarding the conduct of Authority affairs. Section 19. Appointment of Administrator. The SCJPIA is hereby appointed Administrator of the Authority. The SCJPIA may be removed as Administrator upon a majority vote of the entire Board. LAX2:163528.13 -22- . 22- • . Section 20. Liability Coverage. (a) The Joint Protection Program administered for the Members by the Authority shall provide indemnification of the County pursuant to an Indemnification Agreement by and between each Member, individually, and the County. (b) The Joint Protection Program administered for the Members by the Authority shall include comprehensive coverage of such areas of coverage as the Administrative & Claims Committee may determine, arising out of the performance of services by the County, on behalf of a Member. • (c) The Authority shall maintain an insurance limit as set by the Administrative and Claims Committee to be adequate. (d) The Administrative & Claims Committee shall arrange for the purchase • of such insurance as it deems necessary to protect the Authority against catastrophes. LAX2:163528.13 -23- 0 • . Section 21 . The Joint Protection Program. (a) As soon as practicable after the Effective Date of this Agreement, but prior to the effective date of the joint protection program, the Board and the Administrative & Claims Committee shall approve a Joint Protection Program, subject to review, modification and adoption by the Board. (b) The initial deposit for each Member shall be determined by the Administrative & Claims Committee on the basis of each Members contract cost for the County Services. (c) The Administrative & Claims Committee shall provide for adjustments in the Member deposits at the end of the first year of operation, and annually thereafter, in order to produce a deposit for each year for Member that is equal to the sum of the following three items: (1) That amount of losses actually borne individually by each Member, if any; and L.AX2:163528.13 -24- . 0 0 . (2) The Members share of pooled losses and other expenses based on the Members percentage cost of contract services, as determined by the Administrative & Claims Committee; and -- (3) Each Members contribution to a catastrophe fund and reserves for incurred-but-not-reported losses to be determined by the Administrative & Claims Committee. The Administrative & Claims Committee may make such deposit adjustments retrospective to the prior year and each Member shall pay any additional deposit required by such retrospective adjustment. (d) The Administrator shall develop criteria for determining each Member's annual share of pooled losses and expenses and contributions to a catastrophe fund which may include as a factor consideration of each Members costs for County services as compared to the total County contract costs for all Members; the Members individual loss experience; and such other criteria as the Administrative & Claims Committee may determine to be relevant. (e) The annual readjustment of the amount of deposit shall be made and notices for readjusted deposit amounts and the next years deposits LAX2:163528.13 -25- . 25- shall be distributed at least sixty (60) days prior to the close of each fiscal year. This deposit amount, together with any readjusted amount due under paragraph (d) above, shall be due and payable on July 1 of each year. (f) Inasmuch as the Authority may experience an unusual frequency of losses during a single fiscal year, which could increase their final deposit substantially above the prepaid deposit for that year and cause budgetary problems, the Administrative & Claims Committee may provide for payment of a portion of such additional deposit to be paid over a period of time, not to exceed five years, plus interest. (g) In no event shall an individual Member's annual deposit, including any readjusted amount, during the first three years of the Joint Protection Program following its effective date exceed an amount equal to five times its prepaid deposit for the first year. Thereafter an individual Member's annual deposit including any readjusted amount for that year shall not in any event exceed five times its average annual deposit, including readjusted amount, for the last preceding three (3) years. LAX2:163528.13 -26- (h) The Board may expand the Authority's Joint Protection Program to make available to Members protection in addition to that which is provided for in this Agreement. Section 22. Events of Default. The following events shall be Events of Default: (a) default by a Member in the due and punctual payment of any and all deposits and readjusted amounts when and as the same shall become due and payable; or (b) default by a Member in the observance of any of the covenants, warranties, agreements or conditions on its part in this Agreement contained, if such default shall have continued for a period of thirty (30) days after written notice thereof, specifying such default and requiring the same to be remedied, shall have been given to the Member by the Authority; provided, however, that if such default can be remedied but not within such 30-day period and if the Member has taken all action reasonably possible to remedy such default within such 30-day period, such default shall not become an Event of Default for so long as the Member shall diligently proceed to remedy the same in accordance with and subject to any directions or limitations of time reasonably established by the Authority. LAX2:163528.13 -27- • Section 23. Action on Default. In each and every case during the continuance of an Event of Default under Section 22 (a), above, the Authority shall be entitled, upon notice in writing to the Member in default, to exclude such Member from the pool. The Authority shall thereupon no longer be liable to indemnify and defend the County on behalf of such defaulting Member. In each and every case during the continuance of an Event of Default under Section 22 (b), above, the Authority shall be entitled, upon written notice to the Member in default, to take whatever action at law or in equity may appear necessary or desirable to enforce its rights. In each and every case of an Event of Default, the Member in default shall be subject to Section 34 hereof. Section 24. Non-waiver. A waiver of any default or breach of duty or . contract by the Authority shall not affect any subsequent default or breach of duty or contract or impair any rights or remedies on any such subsequent default or breach of duty or contract. No delay or omission by the Authority to exercise any right or remedy accruing upon any default or breach of duty or contract shall impair any such right or remedy or breach of duty or contract or an acquiescence therein, and every right or remedy conferred upon the Authority by law or by this Agreement may be enforced and exercised from time to time and as often as the Authority shall deem expedient. LAX2:163528.13 -28- 0 0 r Section 25. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Authority is intended to be exclusive of any other remedy, and each such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by -- statute or otherwise and may be exercised without exhausting and without regard to any other remedy conferred by any law. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of other appropriate right or remedy. any Section 26. Accounts and Records. (a) Annual Budget. The Board shall adopt an annual operating budget. (b) Funds and Accounts. The Treasurer shall establish and maintain such funds and accounts as may be required by good accounting practices and as directed by the Board or by the Administrator. All such funds and accounts shall be maintained separate and apart from the funds and accounts of the SCJPIA. Books and records of the Authority in the hands of the Treasurer shall be open to any inspection at all reasonable times by representatives of Member. (c) Treasurer's Report. The Treasurer, within one-hundred and twenty (120) days after the close of each fiscal year, shall give a complete LAX2:163528.13 -29- . 29- 0 0 . written summary report of all financial activities for such fiscal year to the Board and to each Member. (d) Annual Audit. The Treasurer shall cause to be made an independent annual audit of the accounts and records of the Authority which audit shall conform to generally accepted auditing standards. Each such annual audit shall be made by a qualified Certified Public Accountant and shall be filed as a public record with each of the Members. Such report shall be filed within six months of the end of the year under examination. (e) Costs. Any costs of the annual audit, including without limitation, costs of employment of Certified Public Accountants, shall be borne by the Authority and shall be considered included within the term "administrative costs." Section 27. Responsibility for Funds. (a) The Treasurer of Authority shall have the custody of and disburse the Authority's funds upon order of the Board or the Administrative & Claims Committee. The Treasurer shall have the authority to delegate LAX2:163528.13 -30- . 30- the signatory function and warrants to such persons as are authorized by the Administrative & Claims Committee. (b) A bond in the amount determined by the Administrative & Claims Committee to be adequate shall be required of all officers and personnel authorized to collect or disburse funds of the Authority. The bond premium shall be paid for by the Authority. (c) The Treasurer of the Authority shall assume the duties described in California Government Code Section 6505.5, including: (1) Receive and receipt for all money of the Authority and place it in the treasury of the Treasurer to the credit of the Authority; and (2) Be responsible upon his or her official bond for the safekeeping and disbursement of all of the Authority's money so held by him or her; and (3) Pay, when due, out of money of the Authority so held by him or her, all sums payable on outstanding bonds and coupons of the Authority; and LAX2:163528.13 -31- . 31- (4) Pay any other sums due from the Authority only upon warrants signed by the public officer performing the functions of Controller; and (5) Verify and report in writing on the first day of July, October, January and April of each year to the Authority and to Member the amount of money held for the Authority, the amount of receipts since the last report, and the amount paid out since the last report. Section 28. Responsibilities of the Authority. The Authority shall perform the following functions: (a) The Authority shall be obligated upon the effective date of an indemnification agreement by and between each Member, individually, and the County, to administer the Joint Protection Program for the Members, provided for in this Agreement, in connection with each Member's indemnification of County pursuant to such an indemnification agreement. (b) Provide liability coverage as required by the Joint Protection Program, including but not limited to a self-insurance fund and commercial LAX2:163528.13 -32- • insurance, as well as excess coverage and umbrella insurance, obtained by negotiation or bid. (c) Provide loss prevention and safety and consulting services to Member and the County as required. (d) Provide claims adjusting and subrogation services for claims covered by the Authority. (e) Provide loss analysis control by the use of statistical analysis, data processing, and record and file keeping services, in order to identify high exposure operations and to evaluate proper level of self-retention and deductibles. (f) The Authority shall have such other responsibilities as deemed necessary by the Board of Directors in order to carry out the purposes of this Agreement. LAX2:163528.13 -33- 0 0 . Section 29. Responsibilities of Members. Members shall have the following responsibilities: (a) Each Member shall pay its deposit and any readjusted amount -- promptly to the Authority when due. After withdrawal or termination, each Member shall pay promptly to the Authority its share of any additional deposit, when and if required of it by the Administrative & Claims Committee pursuant to this Agreement. (b) Each Member shall provide the Authority with such other information or assistance as may be necessary for the Authority to carry out the Joint Protection Program under this Agreement. (c) Each Member shall in any and all ways cooperate with and assist the Authority, and any insurer of the Authority, in all matters relating to this Agreement and covered losses, and will comply with all by-laws, rules and regulations adopted by the Board and Administrative & Claims Committee. LAX2:163528.13 -34- . 34- Section 30. Interim Period and Effective Date of Program. (a) Interim Period. In the event the Joint Protection Program is not developed prior to the Effective Date of this Agreement, then after the Effective Date of this Agreement the Authority shall, as expeditiously as possible, develop the details of the Joint Protection Program. Estimated deposits for the Members shall be developed by the Administrative and Claims Committee and presented to each Member by written notice. Each Member shall participate in the Joint Protection Program. The first year deposits shall be determined as expeditiously as possible after approval of the Joint Protection Plan. (b) Effective Date. The Joint Protection Program shall become effective on the date of its approval by the Administrative & Claims Committee, subject to review, modification and adoption by the Board. Section 31 . New Members. Following the first year of operation, the Authority shall allow new public agencies who contract with the County to become Members. New Members will be required to forthwith pay their share of organization expenses as determined by the Board, including those expenses necessary to analyze their loss data and determine their deposits. LAX2:163528.13 -35- Section 32. Withdrawal. At any time three (3) years after the Effective Date of this Agreement, a Member may terminate its participation under this Agreement, effective at the end of a fiscal year, provided it has given the Authority a twelve (12) month written notice of its intent to withdraw from this Agreement. -- Any Member who voluntarily withdraws from this Agreement shall be subject to Section 34 hereof. Section 33. Termination. The Authority shall have the right to terminate a Member as a party to this Agreement for good cause, upon a three-fourths (3/4ths) vote of the entire Board of Directors. Any Member so terminated shall as of the effective date of the termination, be entitled to the same rights, and be subject to the same liabilities and obligations, as a Member who voluntarily withdraws from this Agreement. Further, any Member terminated under this Agreement shall be subject to Section 34 hereof. Section 34. Effect of Event of Default, Withdrawal or Termination. (a) The withdrawal or termination of any Member from this Agreement or • an Event of Default with respect to any Member shall not have the effect of terminating this Agreement and no Member by withdrawing or being terminated shall be entitled to payment or return of any deposits, consideration or property paid, or donated by the Member to the Authority, or to any distribution of assets. LAX2:163528.13 -3 6- 1 • (b) The withdrawal or termination of any Member from this Agreement or an Event of Default with respect to any Member shall not terminate such Member's obligation to pay its share of deposits or funds to any fund or liability coverage program created by the Authority until all claims, or other unpaid liabilities, including losses incurred but not reported, covering the entire period the Member was signatory hereto have been finally resolved and a determination of the final amount of payments due by the Member or credits to the Member for the period of its membership has been made by the Administrative & Claims Committee. Section 35. Termination and Distribution. • (a) This Agreement may be terminated any time during the first three noncancellable years by the written consent of all Members, and thereafter by the written consent of three-fourths (3/4ths) of the Members; provided, however, that this Agreement and the Authority shall continue to exist for the purpose of disposing of all claims, • distribution of assets and all other functions necessary to wind up the affair's of the Authority. (b) Upon termination of this Agreement all assets of the Authority shall be distributed to Members in accordance with and proportionate to LAX2:163528.13 -37- their cash (including deposits) payments and property (at market value when received) contributions made during the term of this Agreement. The Administrative & Claims Committee shall determine such distribution within six months after the last pending claim or loss covered by this Agreement has been finally disposed of. (c) The Administrative & Claims Committee is vested with all powers of the Authority for the purpose of winding up and dissolving the business affairs of the Authority. These powers shall include the power to require Member, including those which were Member at the time the claim arose or at the time the loss was incurred, to pay their share of any additional amount of deposit deemed necessary by the Administrative & Claims Committee for final disposition of all claims and losses covered by this Agreement. A Member's share, of such additional deposits shall be determined on the same basis as that provided for annual deposits in Section 21 of this Agreement, and shall be treated as if it were the next years annual deposit for that • Member, subject to the limits set in this Agreement. (d) In the absence of an Administrative & Claims Committee, the Secretary shall exercise all powers and authority under this Section. LAX2:163528.13 -38- • 0 The decision of the Administrative & Claims Committee or Secretary under this Section shall be final. Section 36. Notices. Whenever notices are required to be given pursuant to -- the provisions of this Agreement, the same shall be in written form and shall be served upon the Member to whom addressed by personal service as required in judicial proceedings, or by deposit of the same in the custody of the United States Postal Service or its lawful successor in interest, postage prepaid, addressed to the designated representative of each Member, as set forth in Appendix "A". Notices shall be deemed, for all purposes, to have been given on the date of personal service or three (3) consecutive calendar days following the deposit of the same in the custody of the United States Postal Service. Section 37. Amendment. This Agreement may be amended at any time by the vote of not less than two-thirds (2/3rds) of a quorum of the Board of Directors, with the exception of an amendment to Section 33 which shall require a three-fourths (3/4ths) vote of the entire Board of Directors. Section 38. Prohibition Against Assignment. No Member may assign any right, claim or interest it may have under this Agreement, and no creditor, assignee LAX2:163528.13 -39- . 39- 0 • • or third party beneficiary of any Member shall have any right, claim or title to any • part, share, interest, fund, deposit or asset of the Authority. Section 39. Agreement Complete. The foregoing constitutes the full and complete Agreement of the parties. There are no oral understandings or agreements not set forth in writing herein. Section 40. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute but one and the same instrument. LAX2:163528.13 -40- , • IN WITNESS WHEREOF, the parties hereto have first executed this Agreement by authorized officials thereat on the date indicated below. Date: (0 '"q7 CITY OF RANCHO PALOS VERDES C IA— q- (1)4ji/A)(77 07MAYOR ATTEST: '4 // e,(C t, C TY CLERK CAX2:163528.13 -41 0 0 . ' w APPENDIX "A" MEMBERS SERVICES PERSON UPON WHOM NOTICES ARE TO BE SERVED City of Police Services Gity of Police Services City of Police Services . 0 0 APPENDIX "6" [ATTACH COPY OF COUNTY LAW ENFORCEMENT SERVICES AGREEMENT] 111y 68 486 . . •. 1 CITY-COUNTY REGIONAL LAW ENFORCEMENT SERVICES AGREEMENT 2 3 4 THIS AGREEMENT, dated for purposes of reference only, 5 S�}- � , 199.51_, i s made by and between the 6 COUNTY OF LOS ANGELES, hereinafter referred to as "County, " and the 7 CITIES OF RANCHO PALOS VERDES, ROLLING HILLS, AND ROLLING HILLS 8 ESTATES, hereinafter referred to as "CITIES. " 9 RECITALS: 10 (a) The Cities are desirous of contracting with the County 11 for the performance of the hereinafter described law enforcement 12 functions within its boundaries by the County of Los Angeles 13 through the Sheriff thereof. 14 (b) The County of Los Angeles is agreeable to rendering such 15 services on the terms and conditions hereinafter set forth. 16 (c) Such contracts are authorized and provided for by the 17 provisions of Section 56-1/2 and 56-3/4 of the Charter of the. 18 County of Los Angeles and Article 1, Chapter 1, Part 2, Division 1, 19 Title 5 of the Government Code of the State of California. 20 (d) The Cities have previously contracted for law enforcement 21 services under a regional agreement and desire to continue such 22 services. 23 THEREFORE, THE PARTIES MUTUALLY AGREE AS FOLLOWS: 24 1. The County agrees, through the Sheriff of the County of 25 Los Angeles, to provide, and the Cities to accept, police 26 protection within the corporate limits of these cities to the 27 extent and in the manner hereinafter set forth. 28 /// r 111 111 1 Except as otherwise hereinafter specifically set forth, such 2 services shall only encompass duties and functions of the type 3 coming within the jurisdiction of and customarily rendered by the 4 Sheriff of the County of Los Angeles under the Charter of said 5 County and statutes of the State of California. 6 2. The rendition of such service, the standards of 7 performance, the discipline of officers, and other matters incident 8 to the performance of such services and the control of personnel so 9 employed shall remain in the County. In the event of a dispute 10 between the parties as to the extent of the duties and functions to 11 be rendered hereunder, or the minimum level of manner of 12 performance of such service, the determination thereof made by the 13 Sheriff of the County shall be final and conclusive as between the 14 parties hereto. 15 3. Basic law enforcement services will be provided by the 16 County on the basis of a general law enforcement patrol car, or 17 multiple or fraction thereof, and a station detective, or multiple 18 or fraction thereof. It is hereby agreed that the minimum level of 19 basic law enforcement service shall be determined by the County as 20 provided in Paragraph 2 herein. 21 4. Services performed hereunder may include, if requested by 22 the Cities, traffic enforcement, license inspection and 23 enforcement, the supplying of crossing guards and school safety 24 officers and any other services in the field of public safety, law 25 enforcement, or related fields within the legal power of the 26 Sheriff to provide. 27 Should any one of the cities desire to receive any service 28 from the Sheriff not specifically listed above, the City Council's 2 411/ 1 written request must contain a statement indicating the Sheriff's 2 willingness to provide such service. Provision of such service 3 shall be contingent upon the Sheriff's willingness to provide it. 4 5. There is hereby created an Administrative Committee which 5 shall consist of the City Manager of each city and the Sheriff of 6 the County, or their respective representatives. Said committee 7 shall meet at the request of any one (1) member of the Committee at 8 a time and place mutually agreeable to all members. This request 9 shall consist of a written or verbal notice given to all members of 10 this Administrative Committee setting forth the requesting member's 11 desire to call such a meeting. The matters discussed at this 12 meeting may include the review of the overall aspects of the 13 Regional Law Enforcement Plan, the amount of service to be rendered 14 to each City under the Plan, the allocation of the percentage of 15 total cost of the Plan to be paid by each City, operational 16 standards, and any other matters relating to the administration of 17 the Regional Law Enforcement Plan. The Sheriff of the County or 18 his authorized representative shall present, upon request, 19 statistics evaluating the effectiveness of the plan and other such 20 information as may be useful in evaluation of the plan. 21 6. For the purpose of performing said functions, County shall 22 furnish and supply all necessary labor, supervision, equipment, 23 communication facilities, and supplies necessary to maintain the 24 level of service to be rendered hereunder. 25 When and if the County and any one of the cities concurs as to 26 the necessity of maintaining a law enforcement headquarters within 27 said City which would not normally be provided by the Sheriff, said 28 City shall furnish, at its own cost and expense, all necessary 3 • 1 office space, furniture and furnishings, office supplies, janitor 2 service, telephone, light, water and other utilities. It is 3 expressly further understood that in the event such local office is 4 maintained in that said City, such quarters may be used by the 5 Sheriff of the County of Los Angeles in connection with the 6 performance of his duties in territory outside of said City and 7 adjacent thereto, provided, however, that the performance of said 8 outside duties shall not be at any additional cost to said City. 9 Notwithstanding the foregoing, it is agreed that in all 10 instances where special supplies, stationery, notices, forms, and 11 the like must be issued in the name of said Cities, the same shall 12 be supplied by said Cities at its own cost and expense. 13 7. All persons employed in the performance of such services 14 and functions pursuant to this agreement for said Cities shall be 15 County employees, and no City employee as such shall be taken over 16 by said County, and no person employed hereunder shall have any 17 City pension, civil service, or any status or right. 18 For the purpose of performing services and functions, pursuant 19 to this agreement and not only for the purpose of giving official 20 status to the performance thereof, every County officer and 21 employee engaged in performing any such service and function shall 22 be deemed to be an officer or employee of said City while 23 performing service for said City, which service is within the scope 24 of this agreement and is a municipal function. 25 8. Cities shall not be called upon to assume any liability 26 for the direct payment of any Sheriff's Department salaries, wages, 27 or other compensation to any County personnel performing services 28 hereunder for said Cities. 4 J •' 1 Except as herein otherwise specified, the City shall not be 2 liable for compensation of any County employee for injury or 3 sickness arising out of his employment. 4 9. The parties hereto have executed an Assumption of 5 Liability Agreement approved by the Board of Supervisors on 6 December 27, 1977, and /or a Joint Indemnity Agreement approved by 7 the Board of Supervisors on October 8, 1991, and/or a revised Joint 8 Indemnity Agreement approved by the Board of Supervisors on August . 9 9, 1993. Whichever of these documents the Cities have signed later 10 in time is currently in effect and hereby made a part of and 11 incorporated into this agreement as if set out in full herein. In 12 the event the Board of Supervisors approves a subsequent revised 13 Joint Indemnity Agreement and the Cities execute the revised 14 agreement, the subsequent agreement as of its effective date shall 15 supersede the agreement previously in effect between the parties 16 hereto. 17 10. Unless sooner terminated as provided for herein, this 18 agreement shall be effective July 1, 1995 and shall remain in 19 effect until June 30, 2000. At the option of the Board of 20 Supervisors and with the consent of each City Council, this 21 agreement may be renewable for successive periods of not to exceed 22 five years each. 23 Notwithstanding the provisions of this paragraph hereinbefore 24 set forth, any party may terminate this agreement as of the first 25 day of July of any year upon notice in writing to the other parties 26 of not less than sixty (60) days prior thereto. In the event of 27 such notice of termination by any City, this agreement will be 28 deemed terminated as to all parties as of the first day of the 5 110 111 1 first July following said notice. 2 Notwithstanding any provision herein to the contrary, any City 3 may terminate this agreement upon notice in writing to the County 4 given within sixty (60) days of receipt of written notice by the 5 County of any increase in the rate for any service to be performed 6 hereunder, and in such an event this agreement shall terminate 7 sixty (60) calendar days from the date of any City's notice to the 8 County aforementioned. 9 11. Cities will pay for such service or services as are 10 required and requested and provided under this contract during the 11 fiscal year 1995-96 at the following rates or combinations thereof, 12 plus such additional amounts as determined by the County's Auditor- 13 Controller, that will reflect any amendment to the County Salary 14 Ordinance related to salaries and employee benefits adopted by the 15 Board of Supervisors. 16 /// 17 /// 18 /// 19 20 21 22 23 24 25 26 27 28 6 411 111 • 1 LAW ENFORCEMENT RATES FOR FISCAL YEAR 1995-96* 2 Service Annual Cost 3 General Law** Traffic** 4 One-Deputy Car 5 40-hour unit $ 162,255 $ 151,667 56-hour unit 227,157 212,334 6 168 hour unit 681,470 637,003 40-hour Motorcycle 160,084 7 56-hour Motorcycle 224,117 8 Two Deputy Car 40-hour unit 319,443 298,268 9 56-hour unit 447,221 417,576 10 280-hour unit 1,121,598 1,047,486 11 Team Leader 40-hour unit 167,727 156,260 12 Miscellaneous Services (per year) 13 Civilian Parking Control Officer 49,616 14 Community Relations Officer: 15 Generalist 90,343 Deputy IV 97,454 16 Sergeant 115,440 Lieutenant 130,579 17 Community Services Officer - with Vehicle 26,511 18 - without Vehicle 25,068 19 Special Assignment Officer: Generalist - no Relief 106,411 20 - with Relief 124,195 Sergeant - no Relief 121,403 21 - with Relief 141,694 22 Station Detective 116,597 23 Crossing Guard (hourly) 8.42 License Investigation - Civilian Investigator 38.69 24 Helicopter Response 475.20 25 * Excludes Contract City Liability Trust Fund contributions. 26 ** The costs for general law patrol and traffic law patrol include station level 27 investigative services as a support cost. 28 7 411 411 1 The foregoing rates shall be readjusted by the County Auditor- 2 Controller annually effective July 1 of each year to reflect the 3 cost of such service in accordance with the policies and procedures 4 for the determination of such rate as adopted by the Board of 5 Supervisors of County. 6 Cities shall be notified of the new rates established by the 7 Auditor-Controller prior to the beginning of the fiscal year in 8 question. 9 12. Beginning with the first fiscal year of this Regional Law 10 Enforcement Services Agreement, each City shall pay a percentage of 11 the total cost of the law enforcement service level. As agreed 12 upon by the Administrative Committee, such percentages shall be 13 established based upon a formula which includes time expended, 14 numbers of cases handled and called for service experienced during 15 the preceding fiscal year period, or such other factors as may be 16 recommended by the Administrative Committee. 17 Changes in this percentage cost, payable by each City, shall 18 be effective only upon unanimous agreement of all member cities. 19 13. The cost of other services requested pursuant to this 20 agreement and not set forth in Paragraph 11 shall be determined by 21 the Auditor-Controller in accordance with the policies and 22 procedures established by the Board of Supervisors of County. 23 14. The County, through the Sheriff of the County of Los 24 Angeles, shall render to said Cities within ten days after the 25 close of each calendar month a summarized invoice which covers all 26 services performed during said month, and said Cities shall pay 27 County therefor within thirty (3 0) days after date of said invoice. 28 If such payment is not delivered to the County office which is 8 411 .% , 1 described on said invoice within thirty (30) days after the date of 2 the invoice, the County is entitled to recover interest thereon. 3 Said interest shall be at the rate of ten (10) percent per annum or 4 any portion thereof calculated from the last day of the month in 5 which the services were performed. 6 15. If such payment is not delivered to the County office 7 which is described on said invoice within thirty (30) days after 8 the date of the invoice, the County may satisfy such indebtedness, 9 including interest thereon, from any funds of any such City on 10 deposit within the County without giving further notice to said 11 City of County's intention to do so. 12 16. Before the start of each successive fiscal year, each 13 City shall set aside a fund in an amount equal to the cost, or an 14 amount 10 percent in excess of the estimated cost, of such 15 services, which said City will receive from the County under this 16 agreement. 17 17. As part of its compliance with all applicable laws and 13 regulations relating to employee hiring, the County agrees that the 19 County Civil Service Rules to which it is subject and which 20 prohibit discrimination on the basis of non-merit factors, shall 21 for purposes of this contract be read and understood to prohibit 22 discrimination on the basis of sexual orientation. 23 /// 24 /// 25 /// 26 27 28 9 d - r 1 IN WITNESS WHEREOF, the City of RANCHO PALOS VERDES, ROLLING 2 HILLS and ROLLING HILLS ESTATES, by resolution duly adopted by 3 their City Council, caused this agreement to be signed by the Mayor 4 and attested to by the Clerk of each city, and the County of Los 5 Angeles, by order of its Board of Supervisors, have caused these 6 presents to be subscribed by the Chairman of said Board and the 7 seal of said Board to be affixed thereto and attested by the Clerk 8 of said Board, all on the day and year first above written. 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 10 , 1 i 1 2 3 CITY OF RANCHO PALOS VERDES 4 6 Mayo 7 8 9 13 ATTEST: 11 12 13 ()D CgC1 14 15 16 17 18 (SEAL) 19 20 21 22 23 24 25 26 27 28 11 ' 1 2 CITY OF rs G HILLS 3 4 ... 5 trW(0111C. MA 9R 6 7 8 9 10 11 12 ATTEST: 13 14 15 A-1C 6,(/ CLERK 16 17 18 (SEAL) 19 20 21 22 23 24 25 26 27 28 12 as 4110 1 2 3 CITY •F ROLLING HILLS ESTATES 4 5 1 A64,- MAYOR 7 8 9 10 11 12 ATTEST: 13 14 15 16 ITY CLERK 17 18 19 (SEAL) 20 21 22 23 24 25 26 27 28 13 • 1 2 COUNTY OF LOS ANGELES 3 4 . ‘714,06.4.044:tif 5 By aCt 0f s air, Board of Supervisors 44 , • • • 10 ATTEST: ADOPTED ,oAir c7- 11 JOANNE STURGES Executive Officer/Clerk of 12 the Board of Supervisors 4704AUG151995 13 iocuLAJL. tSthuN (13‘fil. 14 JOANNE 83DRG S BY t►,.1 . i) EXECUTIVE OFFICER 15 'Deputy 16 APPROVED AS TO FORM: 17 DE WITT W. CLINTON County Counsel 18 19 By 20 Deputy 21 22 23 24 25 26 27 28 14