HomeMy WebLinkAboutAgreement A-15-410-2 Joint Exercise of Powers Agreement.pdf1
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AMENDED AND RESTATED
JOINT EXERCISE OF POWERS AGREEMENT
CREATING
THE SAN JOAQUIN VALLEY WATER INFRASTRUCTURE
AUTHORITY
EFFECTIVE DATE: June 8, 2021
Agreement No. 15-410-220-1166
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TABLE OF CONTENTS
ARTICLE 1. DEFINITIONS
ARTICLE 2. CREATION OF SJVWIA
ARTICLE 3. PURPOSE
ARTICLE 4. TERM
ARTICLE 5. MEMBERSHIP IN THE AUTHORITY
ARTICLE 6. POWERS OF THE AUTHORITY
ARTICLE 7. BOARD OF DIRECTORS
ARTICLE 8. POWERS OF THE BOARD OF DIRECTORS
ARTICLE 9. MEETINGS OF THE BOARD OF DIRECTORS
ARTICLE 10. OFFICERS
ARTICLE 11. ADMINISTRATION
ARTICLE 12. ACCOUNTS & RECORDS
ARTICLE 13. RESPONSIBILITIES FOR FUNDS AND PROPERTY
ARTICLE 14. RESPONSIBILITIES OF THE PARTIES
ARTICLE 15. WITHDRAWAL AND TERMINATION
ARTICLE 16. LIABILITY OF BOARD OF DIRECTORS, OFFICERS, COMMITTEE
MEMBERS & LEGAL ADVISORS
ARTICLE 17. BYLAWS
ARTICLE 18. NOTICES
ARTICLE 19. AMENDMENT
ARTICLE 20. PROHIBITION AGAINST ASSIGNMENT
ARTICLE 21. GOVERNING LAW
ARTICLE 22. SEVERABILITY
ARTICLE 23. AGREEMENT COMPLETE
ARTICLE 24. FILING WITH STATE AND COUNTY
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AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT
CREATING THE SAN JOAQUIN VALLEY WATER INFRASTRUCTURE AUTHORITY
This Amended and Restated Agreement (“Agreement”) is made and entered into
effective _____ day of _________, 2021, by and among the counties of FRESNO, KINGS,
MADERA, MERCED, and TULARE (“County Parties”); the CITY OF FRESNO (“City Party”);
the FRIANT WATER AUTHORITY and the SAN JOAQUIN RIVER EXCHANGE
CONTRACTORS WATER AUTHORITY (“Water Agency Parties”), and the cities of AVENAL
and ORANGE COVE (“DAC Parties,” “DAC” meaning “Disadvantaged Community”). Each entity
listed above is a public agency as defined by California Government Code section 6500, is a
“Party” to this Agreement, and all the entities listed above together are “the Parties” to this
Agreement.
RECITALS
WHEREAS, as of the 17th day of November, 2015, the counties of FRESNO,
KINGS, MADERA, MERCED, and TULARE (“County Parties” or “Original County Parties”)
executed an Agreement, hereinafter referred to as the “Original Agreement,” which established the
San Joaquin Valley Water Infrastructure Authority, hereinafter referred to as the “Authority,” and
set forth the powers and duties of the Authority; and
WHEREAS, the Original Agreement includes provisions for other public agencies
to become members of the Authority; and
WHEREAS, the City Party, the Water Agency Parties, and the DAC Parties joined
the Authority as members pursuant to the Original Agreement; and WHEREAS, the Parties named above desire to continue as members of the Authority; and
WHEREAS, the Original Agreement provides in Article 20 that the Agreement may be
amended “from time to time by the written consent of the governing body of all the Parties;” and
WHEREAS, the Parties desire to amend and restate the Original Agreement in its e ntirety;
and
WHEREAS, Article 1, Chapter 5, Division 7, Title 1 of the California Government Code
(Section 6500 et seq.) permits two or more public agencies by agreement to exercise jointly
powers common to the contracting parties; and
8th June
Agreement No. 15-410-2
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WHEREAS, the Parties each are public agencies which have the common power to make
contracts necessary to the exercise of their respective powers; and
WHEREAS, the Parties now desire to modify and expand the purposes of the Authority to
more comprehensively support, assist, and benefit San Joaquin Valley people, businesses,
agriculture, and other industries represented by the Parties within their respective jurisdictions with
activities, programs, and projects directed at improving, maintaining, sustaining, and protecting
water supplies and infrastructure upon which the region depends, thus mitigating imbalances and
other negative impacts that have been experienced; and
WHEREAS, said activities, endeavors and undertakings may include, but are not limited to,
measures of advocacy, advice, support and involvement on qualified local and regional
infrastructure projects and facilities such as surface water conveyance, groundwater recharge and
banking, surface water storage, water conservation, water reclamation and water quality
improvement; and enhanced wildland, forest management and related watershed practices; and
WHEREAS, the Parties can through cooperation present more comprehensive and
effective grant proposals with greater efficiency than they could obtain by their individual efforts;
and
WHEREAS, collaboration and consolidation of governmental action benefits the public and
the taxpayer, and if the Parties determine that it is to their mutual benefit, the Parties believe the
Authority should provide access to other public agencies in proximity to and with interests similar to
those of the Parties by considering the execution of a Participation Agreement among the Authority
and such other public agencies that would permit such other public agencies to participate in the
grant formation and solicitation process in the future, provided that such other public agencies
make financial commitments similar to those made by the Parties in connection with this
Agreement, as provided herein; and
WHEREAS, said activities, associations and participation shall be subject to financial
commitments, arrangements and agreements among and with the Authority, the member Parties,
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and any other participating agencies to pay for their respective costs thereof as provided herein.
NOW THEREFORE, in consideration of their mutual promises, covenants and conditions,
hereinafter set forth, the sufficiency of which is acknowledged, the Parties agree as follows:
ARTICLE 1
DEFINITIONS
"Authority" or “SJVWIA” shall mean the San Joaquin Valley Water Infrastructure Authority
created by this Agreement.
“Biweekly” shall mean an event or act which only occurs once every two weeks.
"Board of Directors" shall mean the governing body of the Authority.
"Fiscal year" shall mean that period of twelve months which is established by the Board of
Directors as the fiscal year of the Authority.
"Government Code" shall mean the California Government Code.
"Joint Powers Law" shall mean Chapter 5, Division 7, Title 1 (commencing with Section
6500) of the Government Code.
“Water Agency” shall mean an irrigation district, reclamation district, water district or any
other local governmental entity, other than a city or county, which obtains, manages and provides
water to residential, industrial, commercial or agricultural users, or a joint powers authority that
represents water agencies, as defined.
ARTICLE 2
CREATION OF SJVWIA
Pursuant to the Joint Powers Law, there is hereby created a public entity separate and
apart from the Parties, to be known as the San Joaquin Valley Water Infrastr ucture Authority, with
such powers as are hereinafter set forth. The debts, liabilities and obligations of the Authority shall
be the debts, liabilities or obligations of the Authority alone and shall not constitute debts, liabilities,
or obligations of any Party to this Agreement, except with respect to the retirement liabilities of the
Authority if the Authority contracts with a public retirement system, and notwithstanding the
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payment of respective costs and expenses as referenced in the Recitals, Articles 14 and 15, and
throughout the Agreement. The Authority, its Board, officers, membership and staff shall be
governed by this Agreement, any Bylaws duly adopted by the Authority, and other documents duly
adopted by the Authority.
ARTICLE 3
PURPOSE
The purpose of this Agreement is to provide for the joint exercise, through the Authority, of
powers common to each of the Parties. The purpose of the Authority is to use the collective
knowledge, resources, expertise, and influence of its members to advance the management of
water and related natural resources in the San Joaquin Valley. It is the intent of the Parties that the
Authority provide advocacy, advice, and/or other proper support to counties, cities, unincorporated
communities, water agencies, and/or state or federal agencies to assist with development of San
Joaquin Valley water infrastructure improvement and related natural resource management
projects, development of which would be in the public interest. Support for such projects would
include, but not be limited to, the solicitation of funding and the administration of the disbursement
and expenditure of said funds on selected projects.
ARTICLE 4
TERM
This Agreement shall become effective when signed by all the Parties named above and
shall continue in full force and effect until terminated as provided herein.
ARTICLE 5
MEMBERSHIP IN THE AUTHORITY
5.1 MEMBERS JOIN AUTHORITY BY FORMAL ADOPTION OF AGREEMENT.
Additional public agencies may become members of the Authority and Parties of this
Agreement according to the terms of this Article. Upon a four-fifths (4/5) vote of the Board of
Directors, additional public agencies may join the Authority as member Parties through formal
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adoption and execution of this Agreement by their respective governing board or body. No
amendment of this Agreement is required, provided that, the following limitations to total
membership shall apply:
COUNTY PARTIES: There may be up to seven (7) County Parties;
CITY PARTY: There may be no more than one (1) City Party that is not designated a
Disadvantaged Community for the purposes of this Agreement, and if there is a City Party it shall
be the City of Fresno;
WATER AGENCY PARTIES: There may be up to six (6) Water Agency Parties;
TRIBAL PARTIES: Up to two (2) federally recognized Native American Tribes with Tribal
Lands within the jurisdiction of any of the County Parties may join the Authority as Tribal Parties.
The governing board or authority of the Tribe shall approve this Agreement and cause it to be
signed by an authorized representative. The Tribal Party shall and hereby does, as part of its
approval of this Agreement, waive its sovereign immunity for all purposes related to this Agreement
or the Authority;
DISADVANTAGED COMMUNITY (DAC) PARTIES: There may be up to two (2) DAC
Parties, and those shall be the cities of Avenal and Orange Cove, unless either has withdrawn from
membership. To qualify as a DAC Party, a city must be designated by the California Environmental
Protection Agency as a Disadvantaged Community and lie within the jurisdiction of any of the
County Parties.
ARTICLE 6
POWERS OF THE AUTHORITY
The Authority shall have all powers set forth in the Joint Powers Law, and is hereby
authorized to do all acts necessary for the exercise of said powers in furtherance of its purposes.
Such powers include, but are not limited to, the following:
(a)To make and enter into contracts, including but not limited to contracts with the
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Parties and/or the Federal Government, the State of California, other local governments, public
agencies, special districts, private parties, or companies.
(b)To incur debts, liabilities, and obligations.
(c)To acquire, hold, and/or dispose of property, contributions, and donations of
property, funds, services, and other forms of assistance from persons, firms, corporations, and
government entities.
(d)To sue and be sued in its own name, and to settle any claim against it.
(e)To receive and use contributions and advances from the Parties as provided in
Government Code Section 6504, including contributions or advances of personnel, equipment, or
property.
(f)To invest any money in its treasury that is not required for its immediate necessities,
pursuant to Government Code Section 6509.5.
(g)To develop and submit solicitations or applications for funding from the Federal
Government, the State of California, other local governments, public agencies, special districts,
private parties, or companies for water infrastructure or natural resource management projects.
(h)To carry out all provisions of this Agreement.
(i)The powers listed in paragraphs (a) through (h), above, shall be exercised pursuant
to the terms hereof and in the manner provided by law.
(j)The responsibility for financing, funding or providing matching funds for the actual
construction of any project shall be the responsibility of the individual local governmental agency or
agencies performing or authorizing such construction and shall not be an obligation of the
Authority. However, the Authority, if it determines a project will have substantial general benefit
throughout the jurisdictions of the County Parties, may take actions to secure financing, funding, or
matching funds and to disburse such funds in furtherance of construction of the project.
(k)The Authority may not appropriate, expend, or encumber funds in excess of any
amounts actually approved and contributed by the Parties or actually received from any other
source.
Pursuant to Government Code section 6509, the aforementioned powers shall be subject to
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those restrictions upon the manner of exercising the power as of the County of Tulare.
ARTICLE 7
BOARD OF DIRECTORS
7.1 Composition of the Board of Directors
The Authority shall be governed by the Board of Directors, which shall be composed as
follows:
(a)COUNTY DIRECTORS: One director appointed by the Board of Supervisors of
each County Party who shall be a member of the Board of Supervisors of the respective Party, for
a total of up to seven (7) directors. Each Board of Supervisors of each Party shall also appoint an
alternate director who shall be a member of the respective Party’s Board of Supervisors who shall
serve in the absence of the regular director appointed by that Party.
(b)CITY DIRECTOR: One (1) director appointed by the City Party for a total of one (1)
director. The director may be an elected official or staff member of the City Party. The City Party
shall appoint an alternate director who shall serve in the absence of the regular director appointed
by that Party. Alternate directors may also be elected officials or staff of the City Party.
(c)WATER AGENCY DIRECTORS: One (1) director appointed by each Water Agency
Party for a total of up to six (6) directors. The director shall be a director, officer, or employee of
their respective Water Agency Party. Each Water Agency Party shall appoint an alternate director
who shall serve in the absence of the regular director appointed by that Party.
(d)TRIBAL DIRECTORS: One (1) director appointed by each Tribal Party for a total of
up to two (2) directors. The Tribal Party shall appoint an alternate director who shall serve in the
absence of the regular director appointed by the Tribal Party.
(e)DISADVANTAGED COMMUNITY DIRECTORS: One (1) director appointed by
each Disadvantaged Community (DAC) Party, for a total of up to two (2) directors. The DAC
Parties shall appoint alternate directors who shall serve in the absence of the regular directors
appointed by the DAC Parties.
(f)GENERAL AT-LARGE DIRECTOR: One (1) director who lives or works within the
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jurisdiction of the County Parties, appointed by a majority of the Board of Directors. The At-Large
Director shall be appointed to serve a two (2) year term, beginning from the date of seating on this
Board of Directors following appointment.
7.2 Replacement by Alternate Directors
County Directors shall serve until removed or replaced by the Board of Supervisors of their
respective County. If, for any reason, a County Director resigns, leaves office, or cannot fulfill the
duties of that position, the Board of Supervisors of the relevant Party County shall appoint a new
regular director to the Board.
If, for any reason, the General At-Large Director resigns or cannot fulfill the duties of that
position, the remaining members of the Board of Directors shall appoint a new General At-Large
Director to complete the remainder of the General At-Large Director’s term.
If for any reason, the City Director, a Water Agency Director, a DAC Director, or a Tribal
Director resigns or cannot fulfill the duties of that position, the alternate director appointed by the
respective Party shall become the regular director for the remainder of the applicable term. If the
alternate director resigns or cannot fulfill the duties of that position, the Party shall appoint a
replacement director for the remainder of the applicable term.
7.3 Voting Protocols
A majority of the membership of the Board of Directors shall constitute a quorum for the
transaction of business. Approval of proposed actions requires a simple majority vote of the full
Board of Directors except as provided herein.
ARTICLE 8
POWERS OF THE BOARD OF DIRECTORS
The Board of Directors shall have the following powers and functions:
(a)The Board of Directors shall exercise all powers and conduct all business of the
Authority, either directly or by delegation to its officers and any staff.
(b)The Board of Directors shall elect the officers of the Authority and shall appoint or
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hire necessary staff in accordance with Articles 10 and 11 hereof.
(c)The Board of Directors shall cause to be prepared, and shall review, modify as
necessary, and adopt the annual operating budget of the Authority.
(d)The Board of Directors may develop, or cause to be developed, and may review,
modify as necessary, any solicitation or grant application for any selected project(s) and
administrative services necessary to carry out such solicitation or grant application or the receipt,
administration and disbursement of any grant funds received.
(e)The Board of Directors shall provide for necessary services to the Authority and the
Parties, by contract or otherwise, which may include, but shall not be limited to, accounting,
auditing, and legal services.
(f)The Board of Directors shall provide general supervision and policy direction to any
staff of the Authority.
(g)The Board of Directors shall have such other powers and duties as are reasonably
necessary to carry out the purposes of the Authority, including, but not limited to, establishing Ad
Hoc or Standing Committees of the Authority.
ARTICLE 9
MEETINGS OF THE BOARD OF DIRECTORS
(a)The Board of Directors shall hold at least one regular meeting each year and shall
provide for such other regular meetings and for such special meetings as it deems necessary.
(b)The staff of the Authority shall provide for the keeping of minutes of regular and
special meetings of the Board of Directors, and shall provide a copy of the draft minutes to each
member of the Board of Directors for approval at the next scheduled meeting.
(c)All meetings of the Board of Directors shall be called, noticed, held and conducted in
accordance with the provisions of Government Code Section 54950 et seq.
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ARTICLE 10
OFFICERS
The Board of Directors shall elect from its membership a President and Vice President of
the Board of Directors, to serve for two-year terms. The President, or in his or her absence, the
Vice President, shall preside at and conduct all meetings of the Board of Directors. In the absence
of the President and Vice President, those members of the Board of Directors present may elect a
Temporary Presiding Officer.
ARTICLE 11
ADMINISTRATION
11.1 Staff Appointment. The following staff members shall be appointed by and serve at
the pleasure of the Board of Directors:
(a)Auditor-Treasurer. The duties of the Auditor-Treasurer are set forth in Articles 12
and 13 of this Agreement. Pursuant to Government Code Section 6505.5, the Auditor-Treasurer
may be a Certified Public Accountant or the county auditor-controller of one of the County Parties,
at the selection of the Authority and subject to the consent of the applicable county auditor
controller. If a county auditor-controller is selected, pursuant to Government Code Section 6505,
the charges to the Authority for the services of the Auditor-Treasurer shall be determined by the
Board of Supervisors of the county from which the Auditor-Treasurer is appointed, subject to
approval by the Authority’s Board of Directors.
(b)Other Staff. The Board of Directors shall provide for the appointment or hire of
such other staff as may be necessary for the administration of the Authority.
11.2 Competitive Selection of Experts. If the Authority determines to retain an expert or
experts, the selection of said expert(s) shall be made through a competitive process unless the
expert falls within the category of professional expertise which may be properly selected through a
Request for Proposal or other non-competitive process.
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ARTICLE 12
ACCOUNTS AND RECORDS
(a)Funds and Accounts. The Auditor-Treasurer shall establish and maintain such
funds and accounts as may be required by good accounting practices and by the Board of
Directors. Separate accounts shall be established and maintained for each project under
development or adopted and implemented by the Authority. Books and records of the Authority in
the hands of the Auditor-Treasurer shall be open to inspection at all reasonable times by
authorized representatives of the Parties. The Authority shall adhere to the standard of strict
accountability for funds set forth in Government Code Section 6505.
(b)Auditor's Report. The Auditor-Treasurer, within one hundred and twenty (120)
days after the close of each fiscal year, shall give a complete written report of all financial activities
for such fiscal year to the Board of Directors, and shall make a copy available to each member of
the Authority.
(c)Audit. Pursuant to Government Code Section 6505, the Authority shall either make
or contract with a certified public accountant to make an audit of all accounts and records of the
Authority, conforming in all respects with the requirements of that section. Pursuant to 6505(f), said
audit shall cover a two-year period. A report of the audit shall be filed as a public record with the
Parties and with the county auditor of the county where the home office of the Authority is located,
and shall be sent to any public agency or person in California that submits a written request to the
Authority. The report shall be filed within six months of the end of the fiscal years under
examination. Costs of the audit shall be considered a general expense of the Authority.
(d)Records Retention. The Authority shall retain records in accordance with
applicable laws and a policy to be established in the Bylaws.
ARTICLE 13
RESPONSIBILITIES FOR FUNDS AND PROPERTY
(a)The Auditor-Treasurer shall have the custody of and disburse the Authority's funds.
He or she may delegate disbursing authority to such persons as may be authorized by the Board of
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Directors to perform that function, subject to the requirements of (b) below. The Auditor-Treasurer
shall hold and prudently invest any funds for which he or she has custody consistent with the
Investment Policy of the Authority. The Auditor-Treasurer’s primary objective in holding and
investing such funds shall be: first, to safeguard the principal of such funds under his or her control;
second, to meet the liquidity needs of the Authority; and third, to achieve a return on such funds
under his or her control.
(b)Pursuant to Government Code Section 6505.5:
(1)Receive and acknowledge receipt for all funds of the Authority and place
them in the treasury of the Treasurer to the credit of the Authority.
(2)Be responsible upon his or her official bond for the safekeeping and
disbursements of all Authority funds so held by him or her.
(3)Pay any sums due from the Authority, as approved for payment by the Board
of Directors or by any body or person to whom the Board of Directors has delegated approval
authority, making such payments from Authority funds upon warrants drawn by the Auditor-
Treasurer.
(4)Verify and report in writing to the Authority and to the Parties, as of the first
day of each quarter of the fiscal year, the amount of money then held for the Authority, the amount
of receipts since the last report, and the amount paid out since the last report.
(c)Pursuant to Government Code Section 6505.1, the President, the Vice-President,
and such other persons as the Board of Directors may designate, shall have charge of, handle,
and have access to the property of the Authority, excluding funds in the custody of the Auditor-
Treasurer under paragraph (a) of this Article.
(d)The Authority shall secure and pay for a fidelity bond or bonds, in an amount or
amounts and in the form specified by the Board of Directors, covering all officers and staff of the
Authority, and all officers and staff who are authorized to have charge of, handle, and have access
to property of the Authority.
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ARTICLE 14
RESPONSIBILITIES OF PARTIES
The Parties shall have the following responsibilities under this Agreement:
14.1 Appointments.
(a)The governing board or authority of each Party shall appoint representative(s) to the
Board of Directors, pursuant to Article 7 hereof.
(b)Each Party shall appoint an officer or employee of the Party to be responsible and
serve as a staff liaison between the Party and the Authority for all matters relating to the Authority.
14.2 Annual Contributions.
If the approved Budget assesses an annual contribution from the Parties, each Party shall
contribute that annual assessment amount prior to and/or during each fiscal year as determined by
the Board of Directors. County Parties, the City Party, Water Agency Parties, and any Tribal
Parties shall pay an equal assessment. At the Board’s discretion, DAC Parties may be assessed a
reduced contribution.
Each Party, through its appointed Director on the Board, shall make a commitment at the
date of the Budget’s passing that it will pay its assessment. If a Party’s budgeted annual
contribution payment is not made within sixty (60) days of the commencement of the fiscal year,
the Director representing the Party in default may not vote until the contribution payment is made,
and the defaulting Party will be deemed to have initiated a 180-day notice intent to terminate
membership pursuant to Article 15.
All regular contributions toward the operating and/or administrative expenses of the
Authority as determined by the Board of Directors shall be made in equal amounts from each of the
Parties, except, at the Board’s discretion, DAC Parties may be assessed a reduced share.
14.3 General Obligations
(a)Each Party shall cooperate with and assist the Authority and its contractors in all
matters relating to this Agreement, and shall comply with all Bylaws, and other rules by the Board
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of Directors.
(b)Each Party shall have such other responsibilities as are provided elsewhere in this
Agreement, and as are established by the Board of Directors and specifically consented to by the
Party in order to carry out the purposes of this Agreement.
14.4 Projects
The responsibility for financing, funding, or providing matching funds for the actual
construction of any project shall be the responsibility of the individual public agency or agencies
performing or authorizing such construction and shall not be an obligation of the Authority.
However, the Authority, if it determines the project will have substantial general benefit throughout
the jurisdictions of the County Parties, may take actions to secure financing, funding, or matching
funds and to disburse such funds in furtherance of that project.
ARTICLE 15
WITHDRAWAL AND TERMINATION
(a)Any Party may withdraw membership in the Authority and its obligations under this
Agreement upon 180 days’ advance written notice to the other Parties and the Authority. The
written intent to withdraw may be revoked no later than 120 days prior to the end of the 180-day
termination period.
(b)Whether withdrawal occurs voluntarily under subsection (a) above, or as a result of
a default as provided under section 14.2 above, the withdrawing Party will not be liable for (1) the
annual contribution assessment, if the assessment occurs during the withdrawal period, or (2) any
additional financial commitments made by the Authority following the initiation of withdrawal.
(c)Upon withdrawal of a Party from the Authority, no capital contributions of said Party
shall be returned to the Party.
(d)Should the Board of Directors determine that need and cause exist to dissolve the
Authority, any and all Board actions related to termination of this Agreement shall require
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unanimous consent of directors of the Original County Parties that remain as members, and four-
fifths (4/5) of directors of other member Parties.
(e)Upon termination of this Agreement, all assets of the Authority remaining after all
existing obligations of the Authority have been disposed of, shall be distributed among the Parties
and any former parties in proportion to their total cash and in-kind contributions and property
contributed (at market value when contributed). The Board of Directors shall determine such
distribution within six (6) months after disposal of the last obligation of the Authority.
(f)This Agreement and the Authority shall continue to exist until such time as the final
disposition of all claims, distribution of all assets, and performance of all other functions necessary
to conclude the affairs of the Authority.
ARTICLE 16
LIABILITY OF BOARD OF DIRECTORS, OFFICERS, COMMITTEE MEMBERS AND LEGAL
ADVISORS
The members of the Board of Directors, officers, committee members and legal advisors to
any board or committees of the Authority shall use ordinary care and reasonable diligence in the
exercise of their powers and in the performance of their duties pursuant to this Agreement. They
shall not be liable for any mistake of judgment or any other action made, taken or omitted by them
in good faith, nor for any action taken or omitted by any agent or employee selected with
reasonable care, nor for loss incurred through investment of Authority funds, or failure to invest,
performed in good faith.
No director, officer, committee member, or legal advisor to the Board of Directors or any
committee shall be responsible for any action taken or omitted by any other director, officer,
committee member, or legal advisor to any board or committee. No director, officer, committee
member or legal advisor to any board or committee shall be required to give a bond or other
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security to guarantee the faithful performance of their duties pursuant to this Agreement.
The funds of the Authority shall be used to defend, indemnify and hold harmless the
Authority, the, the Auditor-Treasurer of the Authority, any director, officer, committee member,
contractor or retained expert or other staff appointed by the Authority or loaned to the Authority by
any Party, or any legal advisor to the Board of Directors or any committee for their actions taken
within the scope of the authority of the Authority. Nothing herein shall limit the right of the Authority
to purchase insurance to provide such coverage as is hereinabove set forth.
ARTICLE 17
BYLAWS
The Board of Directors may adopt Bylaws consistent with this Agreement which shall
provide for the administration and management of the Authority. To be effective, adopted Bylaws
and any changes or amendments thereto must be approved by a majority of the Board of
Directors.
ARTICLE 18
NOTICES
The Authority shall address notices, billings and other communications to the member
Parties as directed by the Parties. Each Party and the General At-Large Director shall provide the
Authority with the address to which communications are to be sent. Each Party and the General
At-Large Director shall address notices and other communications to the Authority at the office
address of the Authority as set forth in the Bylaws.
The Authority shall promptly give each Party and the General At-Large Director a copy of
any notice provided to the Authority from anyone, including but not limited to any notice from any
other Party or the General At-Large Director, or of any notice provided by the Authority to anyone.
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ARTICLE 19
AMENDMENT
Any terms or provisions of this Agreement may be modified from time to time by the written
consent of the governing body of all the Parties without, in any way, affecting the remainder.
ARTICLE 20
PROHIBITION AGAINST ASSIGNMENT
No Party may assign any right, claim or interest, or delegate any obligation that it may have
under this Agreement, and no creditor, assignee or third party beneficiary of either Party shall have
any right, claim or title to any part, share, interest, fund, premium or asset of the Authority.
ARTICLE 21
GOVERNING LAW
The Parties agree that for the purposes of venue, performance under this Agreement is to
be in Fresno County, California. The rights and obligations of the Parties and all interpretation and
performance of this Agreement shall be governed in all respects by the laws of the State of
California.
ARTICLE 22
SEVERABILITY
In the event any provisions of this Agreement are held by a court of competent jurisdiction
to be invalid, void, or unenforceable, the Parties will use their best efforts to meet and confer to
determine how to mutually amend such provisions with valid and enforceable provisions, and the
remaining provisions of this Agreement will nevertheless continue in full force and effect without
being impaired or invalidated in any way.
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ARTICLE 23
AGREEMENT COMPLETE
This Agreement constitutes the entire agreement between the Parties with respect to the
subject matter hereof and supersedes all previous agreements, negotiations, proposals,
commitments, writings, advertisements, publications, and understandings of any nature
whatsoever unless expressly included in this Agreement. This Agreement may be executed in one
or more original counterparts, all of which together will constitute one and the same agreement.
ARTICLE 24
FILING WITH STATE AND COUNTY
The President of the Board of Directors shall cause the following to be done upon signature
of this document or any amendment hereto by all Parties:
(a)File the required form of notice of this Agreement, and any amendment hereto, with the
Office of California Secretary of State, within thirty (30) days of its effective date, as
required by Government Code Section 6503.5:
(b)File a full copy of this Agreement, and any amendment hereto, with the State Controller and
the Local Agency Formation Commissions (LAFCOs) of each applicable county within thirty
(30) days of its effective date, as required by Government Code Section 6503.6;
(c)File the required form of notice with the Secretary of State and with the Tulare County Clerk
within seventy (70) days of its effective date, as required by Government Code Section
53051;
(d)File notice of any changes to the information filed under (c) within ten (10) days of the
change.
1 IN WITNESS WHEREOF , the COUNTY OF FRESNO , the COUNTY OF KINGS , the
2 COUNTY OF MADERA, the COUNTY OF MERCED, the COUNTY OF TULARE , the CITY OF
3 FRESNO , the FRIANT WATER AUTHORITY , the SAN JOAQUIN RIVER EXCHANGE
4 CONTRACTORS WATER AUTHORITY , the CITY OF AVENAL , and the CITY OF ORANGE
5 COVE have executed this Amended and Restated Joint Exercise of Powers Agreement Creating
6 the SAN JOAQUIN VALLEY WATER INFRASTRUCTURE AUTHORITY as of the day and year
7 first hereinabove written.
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11 [SIGNATURES FOLLOW]
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COUNTYOF r...
Steve randau , Chairman of the Board of Supervisors
of the County of Fresno
ATTEST:
Bernice E. Seidel
Clerk of the Board of Supervisors
County of Fresno , State of California
By ~~d
Deputy
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COUNTY OF KINGS
Joe Neves
Chairman, Board of Supervisors
Melanie Curtis, Clerk of the Board
By
COUNTY OF MADERA COUNTY OF MERCED
____________________________
Robert Poythress Daron McDaniel
Chairman, Board of Supervisors Chairman, Board of Supervisors
Karen Rogers, Clerk of the Board _______________, Clerk of the Board
By By
COUNTY OF TULARE CITY OF FRESNO
Amy Shuklian Jerry Dyer
Chairman, Board of Supervisors Mayor
Jason T. Britt, Clerk of the Board/ __________________________
County Administrative Officer
By By
FRIANT WATER AUTHORITY SAN JOAQUIN RIVER EXCHANGE
CONTRACTORS WATER
AUTHORITY
Chris Loeffler James O’Banion
Chairman, Board of Directors Chairman, Board of Directors
By By
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CITY OF AVENAL CITY OF ORANGE COVE
Anthony V. López Victor Lopez
City Manager Mayor
By ____________________ By
APPROVED AS TO LEGAL FORM APPROVED AS TO LEGAL FORM
Daniel C. Cederborg, Jennifer Flores,
County Counsel, County of Fresno County Counsel, County of Tulare
Regina A. Garza, Forrest W. Hansen
County Counsel, County of Madera County Counsel, County of Merced
__________________________ __________________________
Lee Burdick, City of Fresno
County Counsel, County of Kings
____________________________ ____________________________
Friant Water Authority San Joaquin River Exchange
Contractors Water Authority
__________________________ ____________________________
City of Avenal City of Orange Cove