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JOINT EXERCISE OF POWERS AGREEMENT
CREATING
THE SAN JOAQUIN VALLEY WATER INFRASTRUCTURE
AUTHORITY (SJVWIA)
1o EFFECTIVE DATE: NOVEMBER 17, 2015
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ARTICLE 1.
ARTICLE2.
ARTICLE 3.
ARTICLE4.
ARTICLES.
ARTICLE6.
ARTICLE 7.
ARTICLE 8.
ARTICLE 9.
TABLE OF CONTENTS
DEFINITIONS
PURPOSES OF THE AGREEMENT
TERM
CREATION OF THE AUTHORITY
NOMINATION OF CITY, WATER AGENCY AND TRIBAL PARTIES
POWERS OF THE AUTHORITY
BOARD OF DIRECTORS
POWERS OF THE BOARD OF DIRECTORS
MEETINGS OF THE BOARD OF DIRECTORS
ARTICLE 10. OFFICERS
ARTICLE 11. ADMINISTRATION
ARTICLE 12. DEVELOPMENT, FUNDING AND SUBMISSION OF SOLICITATIONS OR GRANT
APPLICATIONS
13 ARTICLE 13. ACCOUNTS & RECORDS
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ARTICLE 14.
ARTICLE 15.
ARTICLE 16.
RESPONSIBILITIES FOR FUNDS AND PROPERTY
RESPONSIBILITIES OF THE PARTIES
WITHDRAWAL AND TERMINATION
ARTICLE 17. LIABILITY OF BOARD OF DIRECTORS, OFFICERS, COMMITIEE
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Agreement No. 15-592
JOINT EXERCISE OF POWERS AGREEMENT
CREATING THE SAN JOAQUIN VALLEY WATER INFRASTRUCTURE AUTHORITY (SJVWIA)
THIS Agreement ("Agreement") is made and entered into effective 1?'" day of November, 2015, by and
among the counties of FRESNO, KINGS, MADERA, MERCED, and TULARE ("County Parties") and two
City Parties, two Water Agency Parties, and one Tribal Party nominated pursuant to Article 5 of this
Agreement. Each entity listed above is a political subdivision of the State of California, a public agency or
Native American tribe or nation and a "Party" to this Agreement, and all the entities listed above together are
the "Parties" to this Agreement.
RECITALS
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
WHEREAS, the Parties each are public agencies or Native American tribes or nations, which have
the common power, pursuant to California Government Code section 23004(c), to make contracts necessary
to the exercise of their respective powers; and
WHEREAS, the Parties desire to create a joint powers agency that will solicit grants under the
competitive process established by the State of California pursuant to the Water Quality, Supply and
Infrastructure Improvement Act of 2014 ("Act") or any similar state or federal statutes or programs to fund
water infrastructure improvement projects within the jurisdiction of some or all of the member Parties, and to
administer the disbursement and expenditure of said funds on qualified infrastructure projects including but
not limited to local surface storage projects, groundwater recharge projects and construction of the
Temperance Flat Dam project, and in all instances subject to obtaining a financial commitment by the
member Parties to pay for their respective costs thereof as provided herein; 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 SJVWIA should
provide access to other public agencies in proximity to and with interests similar to those of the Parties by
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1 considering the execution of a Participation Agreement among the SJVWIA and such other public agencies
2 that would permit such other public agencies to participate in the grant formation and solicitation process in
3 the future, provided that such other public agencies make financial commitments similar to those made by
4 the Parties in connection with this Agreement, as provided herein.
5 NOW THEREFORE, in consideration of their mutual promises, covenants and conditions, hereinafter
6 set forth, the sufficiency of which is acknowledged, the Parties agree as follows:
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ARTICLE I
DEFINITIONS
"SJVWIA" shall mean the San Joaquin Valley Water Infrastructure Authority.
"Authority" shall mean the SJVWIA 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 rnean the California Government Code.
"Joint Powers Law" shall mean Article 1, Chapter 5, Division 7, Title 1 (commencing with Section
6500) of the Government Code.
"The Act" shall mean the Water Quality, Supply and Infrastructure Improvement Act of 2014 (AB
1471, Ch.188).
"Water Agency" shall mean an independent irrigation district, reclamation district, water district or
any other independent local governmental entity that obtains, manages and provides water to residential,
industrial, commercial or agricultural users and joint powers authorities that represent water agencies.
"Qualified Water Project" shall mean any construction, modification, operation or agreement for
provision of water for which funds allocated under the Act or under similar State of California or federal
programs or laws may be properly awarded and expended and which benefits the jurisdictions of the
member Parties.
Ill
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ARTICLE2
PURPOSES OF THE AGREEMENT
This Agreement is entered into by the Parties so that the Authority shall jointly develop and submit to
the appropriate agency of the State of California solicitations or applications for grants pursuant to the Water
Quality, Supply, and Infrastructure Act of 2014 or pursuant to similar programs or laws established by the
State of California or the United States federal government. The Authority may also exercise such powers
as are granted to it by the member Parties to administer or disburse the funds obtained for any Qualified
Water Project.
ARTICLE 3
TERM
This Agreement shall continue in full force and effect until terminated as provided herein.
ARTICLE4
CREATION OF THE AUTHORITY
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 Infrastructure Authority ("SJVWIA" or the
"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 notwithstanding the payment of respective costs and
expenses as referenced in the Recitals, Article 15 and throughout the Agreement. The Authority, its Board,
officers, membership and staff shall be governed by this Agreement, the Bylaws, and other documents duly
adopted by the Authority.
ARTICLE 5
NOMINATION OF CITY, WATER AGENCY AND TRIBAL PARTIES
(a) CITY PARTIES: Two cities shall be nominated by a majority of the incorporated cities within
the jurisdictions of the County Parties to be Parties to this Agreement. The governing board of each City
Party so nominated shall approve this Agreement and cause it to be signed by an authorized representative.
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One City Party shall be from the Western portion of the jurisdictions of the County Parties and one City Party
shall be from the Eastern portion of the jurisdictions. One of the City Parties shall be from a disadvantaged
community. The City Parties must be from different counties. If, for any reason, a City Party withdraws or
ceases participation in the Authority, a majority of the cities within the jurisdictions of the County Parties shall
nominate a replacement City Party subject to the terms of this Article. For purposes of this section, a
majority of cities shall mean a majority of cites within the jurisdiction of the County Parties who participate or
respond to the process, election or meeting through which the nominated City Parties are selected, provided
that all cities within the jurisdiction of the County Parties have received written notice of the process, election
or meeting and a reasonable opportunity to participate, vote or attend.
{b) WATER AGENCY PARTIES: Two Water Agencies shall be nominated by a majority of the
Water Agencies within the jurisdictions of the County Parties to be Parties to this Agreement. The governing
board of each Water Agency Party so nominated shall approve this Agreement and cause it to be signed by
an authorized representative. One Water Agency Party shall be from the Western portion of the jurisdictions
of the County Parties and one Water Agency Party shall be from the Eastern portion of the jurisdictions. The
Water Agency Parties must be from different counties. If, for any reason, a Water Agency Party withdraws or
ceases participation in the Authority, a majority of the Water Agencies within the jurisdictions of the County
Parties shall nominate a replacement Water Agency Party subject to the terms of this Article. For purposes
of this section, a majority of Water Agencies shall mean a majority of Water Agencies within the jurisdiction
of the County Parties who participate or respond to the process, election or meeting through which the
nominated Water Agency Parties are selected, provided that all Water Agencies within the jurisdiction of the
County Parties have received written notice of the process, election or meeting and a reasonable opportunity
to participate, vote or attend.
(c) TRIBAL PARTY: One federally recognized Native American tribe shall be nominated by a
majority of the federally recognized Native American tribes within the jurisdiction of the Party Counties to be
a Party to this Agreement. The governing board or authority of the Tribal Party so nominated 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. If, for any reason the Tribal Party withdraws or ceases participation in the
Authority, a majority of the federally recognized Native American tribes within the jurisdictions of the County
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Parties shall nominate a replacement Tribal Party subject to the terms of this Article. For purposes of this
section, a majority of federally recognized Native American tribes shall mean a majority of federally
recognized Native American tribes within the jurisdiction of the County Parties who participate or respond to
the process, election or meeting through which the nominated Tribal Party is selected, provided that all
federally recognized Native American tribes within the jurisdiction of the County Parties have received written
notice of the process, election or meeting and a reasonable opportunity to participate, vote or attend.
(d) PARTIES JOIN AUTHORITY BY FORMAL ADOPTION OF AGREEMENT. The City, Water
Agency and Tribal Parties and any replacement City, Water and Tribal Parties shall join the Authority by
formal adoption and execution of this Agreement. No amendment of this Agreement is required for the
nominated City, Water or Tribal Parties, or replacement parties provided for under this Article to join or
participate fully in the Authority.
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 Parties
and/or the federal government, the State of California, other local governments, agencies or special districts.
(b) To incur debts, liabilities, and obligations.
(c) To acquire, hold, 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 receive and use contributions and advances from Participating Entities including
contributions or advances of personnel, equipment, or property.
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1 (g) To invest any money in its treasury that is not required for its immediate necessities,
2 pursuant to Government Code Section 6509.5.
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(h) To carry out all provisions of this Agreement. Said powers shall be exercised pursuant to
the terms hereof and in the manner provided by law. The responsibility for financing, funding or providing
matching funds for the actual construction of any Qualifying Water Project shall be the responsibility of the
individual local governmental agency performing or authorizing such construction and shall not be an
obligation of the Authority. However, the Authority, if it determines the Qualifying Water Project will have
substantial general benefit throughout the jurisdictions of the Member Counties, may take actions to secure
financing, funding or matching funds and to disburse such funds in furtherance of construction of the
Qualifying Water Project.
(i) 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 those
restrictions as apply to any of the Parties.
ARTICLE 7
BOARD OF DIRECTORS
(a) Composition of the Board of Directors
The Authority shall be governed by the Board of Directors, which shall consist of eleven (11)
members and shall be composed as follows:
1. COUNTY MEMBERS: One member appointed by the Board of Supervisors
of each member County Party who shall be a member of the Board of Supervisors of the respective
Party for a total of five (5) directors. Each Board of Supervisors of each Party shall also appoint an
alternate member who shall be a member of the respective Party's Board of Supervisors who shall
serve in the absence of the regular member appointed by that Party.
2. CITY MEMBERS: One (1) member appointed by each City Party for a total
of two (2) members. The members shall be elected officials of their respective City Party and shall be
appointed to a two (2) year term: Each City Party shall appoint an alternate member who shall serve
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in the absence of the regular member appointed by that Party. Alternate members must also be
elected officials of the City Party.
3. WATER AGENCY MEMBERS: One (1) member appointed by each Water
Agency Party for a total of two (2) members. The member shall be an officer or employee of their
respective Water Agency Party and shall be appointed to a two (2) year term. Each Water Agency
Party shall appoint an alternate member who shall serve in the absence of the regular member
appointed by that Party.
4. TRIBAL MEMBER: One (1) member appointed by the Tribal Party The
member shall be appointed to a two (2) year term. The Tribal Party shall appoint an alternate
member who shall serve in the absence of the regular member appointed by the Tribal Party.
5. GENERAL AT-LARGE MEMBER: One (1) member appointed by a majority
of the ten members of Board of Directors identified above, provided, however, that in addition to a
simple majority of the Board of Directors, at least three (3) County Party members and three (3) City,
Water Agency or Tribal members must vote in favor of the General At-Large Member. The member
shall be appointed to serve a two (2) year term. The Board of Directors may select any individual
resident of California as the General At-Large Member including but not limited to a representative of
a community service district or county service area within the jurisdictions of the County Parties or
any other representation from within the jurisdictions of the County Parties deemed appropriate by the
majority of the Board of Directors.
(b l Replacement by Alternate Members
County Members of the Board of Directors shall serve until removed or replaced by the Board of
Supervisors of the respective County. If, for any reason, a County Member 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 member of the Board of Directors.
If, for any reason, the General Member resigns or cannot fulfill the duties of that position, the
remaining members of the Board of Directors shall appoint a new General At-Large Member to complete the
remainder of the General At-Large Member's term.
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If for any reason, a City Member, a Water Agency Member or the Tribal Member resigns or cannot
fulfill the duties of that position, the alternate member appointed by the respective Party shall become the
regular member for the remainder of the applicable term.
(c) Startup Operations
Notwithstanding any other provision of this Agreement, during the initial startup period of the
operations of the Authority, the five County Members of the Board of Directors shall function as a five
member Board of Directors subject to the provisions of Article 18. Upon City, Water Agency or Tribal
members being appointed and sworn in, said members may participate in Board of Directors meetings and
vote to the same extent as members appointed by County Parties subject to Article 15.
(d) Voting Protocols
A majority of the membership of the Board of Directors shall constitute a quorum for the transaction
of business (e.g., six present members of an eleven member Board of Directors shall constitute a quorum).
Approval of proposed actions requires a simple majority vote of the 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 staff.
(b) The Board of Directors shall elect the officers of the Authority and shall appoint or 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 shall develop, or cause to be developed, and shall review, modify as
necessary, any solicitation or grant application for a Qualified Water Project and administrative services
necessary to carry out such solicitation or grant application or the receipt, administration and disbursement of
any grant funds received.
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1 (e) The Board of Directors shall provide for necessary services to the Authority and the Parties,
2 by contract or otherwise, which may include, but shall not be limited to, accounting, auditing, and legal
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4 (f) The Board of Directors shall provide general supervision and policy direction to the staff of
5 the Authority.
6 (g) The Board of Directors shall have such other powers and duties as are reasonably
7 necessary to carry out the purposes of the Authority, including, but not limited to, establishing Ad Hoc or
8 Standing Committees of participating entities,
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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 minutes to each member of the Board of
Directors 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.
(d) The Authority shall provide each of the Parties the agenda, including any supplements
thereof, and any supporting agenda materials of all meetings of the Board of Directors not later than the time
that the Authority publishes notice of such meetings pursuant to paragraph (c), immediately above.
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.
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1 ARTICLE 11
2 ADMINISTRATION
3 The following staff members shall be appointed by and serve at the pleasure of the Board of
4 Directors:
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(a) Auditor-Treasurer. The duties of the Auditor-Treasurer are set forth in of this Agreement.
Pursuant to Government Code Section 6505.5, the Auditor-Treasurer shall be the county auditor controller of
one of the Parties, at the selection of the Authority and subject to the consent of the applicable county auditor
controller to serve as the Authority's Auditor-Treasurer. 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 such staff members are appointed, subject to approval by the
Authority.
(b) Other Staff. The Board of Directors shall provide for the appointment or hire of such other
13 staff as may be necessary for the administration of the Authority.
14 ARTICLE 12
15 DEVELOPMENT, FUNDING AND IMPLEMENTATION OF SOLICITATIONS OR GRANT APPLICATIONS
16 (a) Solicitations or Grant Applications. The Authority shall develop, fund and cause to be
17 submitted solicitations or grant applications to the appropriate state or federal agency pursuant to the Act or
18 other similar state or federal programs or laws.
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(b) Competitive Selection of Experts. If the Authority determines to retain an expert or
experts to prepare any solicitation or grant application, 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.
(a)
(b)
ARTICLE 13
ACCOUNTS AND RECORDS
Annual Budget. The Authority shall annually adopt an operating budget.
Funds and Accounts. The Auditor-Treasurer of the Authority shall establish and maintain
such funds and accounts as may be required by good accounting practices and by the Board of Directors.
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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.
(c) 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 Parties.
(d) Annual Audit. Pursuant to Government Code Section 6505, the Authority shall either make
10 or contract with a certified public accountant to make an annual fiscal year audit of all accounts and records
11 of the Authority, conforming in all respects with the requirements of that section. A report of the audit shall
12 be filed as a public record with the Parties also with the county auditor of the county where the home office of
13 the Authority is located and shall be sent to any public agency or person in California that submits a written
14 request to the Authority. The report shall be filed within six months of the end of the fiscal year or years
15 under examination. Costs of the audit shall be considered a general expense of the Authority.
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(a)
ARTICLE 14
RESPONSIBILITIES FOR FUNDS AND PROPERTY
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 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:
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(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.
(4) Verify and report in writing to the Authority and to the Parties, as of the first day of
9 each quarter of the fiscal year, the amount of money then held for the Authority, the amount of receipts since
1 0 the last report, and the amount paid out since the last report.
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(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.
(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.
ARTICLE 15
RESPONSIBILITIES OF PARTIES
The Parties shall have the following responsibilities under this Agreement:
(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 liaison between the Party and the Authority for all matters relating to the Authority.
(c) As an initial contribution, upon execution of this Agreement by the relevant Party, each Party
shall contribute the amount of $50,000 for a total of $500,000. A Party shall make the first payment of no less
than 50% ($25,000) of the initial contribution upon execution of this Agreement by that Party. The second
payment of the remaining 50% ($25,000) of the initial contribution shall be made no later than 90 days after
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the respective member of the Board of Directors is sworn in. If the required initial contribution payments are
not made by the specified deadlines the Board of Directors member representing a Party in default may not
vote until the required initial contribution payment is made.
Further regular contributions toward the operating and/or administrative expenses of the Authority
shall be determined by the Board of Directors but any further contribution by a Party shall be subject to the
approval of the governing board or authority of that Party. 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. It is recognized that the City, Water Agency and Tribal Parties will
make whatever agreements or arrangements with other cities, Water Agencies or Native American tribes
within the jurisdictions of the County Parties to obtain funds to pay initial or regular contributions to the
Authority. The Authority has the power to enter into agreements with any Party, city, district, Native
American tribe, other local, state or federal governmental agencies or private parties, or any combination
thereof, to accept contributions to develop, fund and cause to be submitted solicitations or grant applications
to the appropriate state or federal agency pursuant to the Act or other similar state or federal programs or
laws for a Qualified Water Project. The responsibility for financing, funding or providing matching funds for
the actual construction of any Qualifying Water Project shall be the responsibility of the individual local
governmental agency performing or authorizing such construction and shall not be an obligation of the
Authority. However, the Authority, if it determines the Qualifying Water 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 Qualifying Water Project.
(d) Each Party shall provide the Authority such other information or assistance as may be
necessary for the Authority to develop and implement Qualified Water Projects under this Agreement.
(e) Each Party shall cooperate with and assist the Authority and other contractors in all matters
relating to this Agreement, and shall comply with all Bylaws, and other rules by the Board of Directors.
(f) Each Party shall have such other responsibilities as are provided elsewhere in this
Agreement, and as are established by the Board of Directors in order to carry out the purposes of this
Agreement.
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(a)
ARTICLE 16
WITHDRAWAL AND TERMINATION
Any Party may terminate its 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
terminate may be withdrawn no later than 120 days prior to the end of the 180 day termination period.
(b) Upon withdrawal of a Party from the Authority and this Agreement, any capital contributions
of said Party shall be returned to the Party less that Party's share of ongoing obligations of the Authority
incurred during that Party's membership in the Authority. Contributions by a Party for operating expenses
and costs of preparation of any solicitation or application for grants authorized or incurred prior to the
effective date of withdrawal shall not be returned upon withdrawal.
(c) 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 in proportion to
their 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.
(d) 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 17
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.
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No director, officer, committee member, or legal advisor to any board or 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 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 County Counsel
acting as legal advisor to any board or 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 18
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. Notwithstanding the
foregoing, if at least three (3) City, Water Agency and/or Tribal members have been sworn in at the time of
the adoption or amendment of the By-Laws, in addition to a simple majority of the Board of Directors, at least
three (3) County Party members and three (3) City, Water Agency or Tribal members must vote in favor of
the adoption or amendment of the By-Laws. If fewer than three (3) City, Water Agency or Tribal members
have been sworn in at the time of the adoption or amendment of the By-Laws, then all such members who
are sworn in at that time must approve said adoption or amendment.
ARTICLE 19
NOTICES
The Authority shall address notices, billings and other communications to the member Parties as
directed by the Parties. Each Party shall provide the Authority with the address to which communications are
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1 to be sent. Each Party shall address notices and other communications to the Authority at the office address
2 of the Authority as set forth in the Bylaws.
3 The Authority shall promptly give each Party a copy of any notice provided to the Authority from
4 anyone, including but not limited to any notice from any other Party, or of any notice provided by the
5 Authority to anyone.
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ARTICLE20
AMENDMENT
Any matters 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 21
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 22
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.
ARTICLE23
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
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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.
ARTICLE 24
AGREEMENT COMPLETE
This Agreement constitutes the entire agreement between the Parties with respect to the subject
matter hereof and supersedes all previous agreement 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.
ARTICLE25
FILING WITH SECRETARY OF STATE
The President of the Board of Directors of the Authority shall file a notice of this Agreement with the
Office of California Secretary of State within 30 days of its effective date, as required by Government Code
Section 6503.5 and within 70 days of its effective date as required by Government Code Section 53051.
ARTICLE26
DISPUTE RESOLUTION
Any controversy or dispute between or among the Parties arising out of this Agreement shall be
submitted to mediation. The mediator will be selected by mutual agreement. If the matter cannot be
resolved through mediation or if the Parties cannot agree upon a mediator the matter shall be submitted to
arbitration and such arbitration shall comply with and be governed by the provisions of the California
Arbitration Act, of the California Code of Civil Procedure.
IN WITNESS WHEREOF, the COUNTY OF FRESNO, the COUNTY OF KINGS, the COUNTY OF
MADERA, the COUNTY OF MERCED and the COUNTY OF TULARE, and the duly nominated City, Water
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1 Agency and T ribal Parties , have executed this Joint Exercise of Powers Agreement Creating the SAN
2 JOAQUIN VALLEY WATER INFRASTRUCTURE AUTHORITY as of the day and year first hereinabove
3 written.
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5 COUNTY OF FRESNO
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Deborah A. Poochig ian,
Chairman, Boa rd of Supervisors
BERNICE E. SEIDEL, Clerk
Board of Supervisors
Aft~!
By ~S!W-~~op l ~
12 COUNTY OF KINGS
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Chairman, Board of Supervisors
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16 ________ , Clerk of the Board
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18 By
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COUNTY OF MADERA
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David Rogers
22 Chairman, Board of Supervisors
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24 TANNA G. BOYD, Clerk
of the Board
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By
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COUNTY OF TULARE
Chairman , Board of Supervisors
~-----' Clerk of the Board/
County Administrative Officer
By ________________ _
By _________ ___
COUNTY OF MERCED
Chairman , Board of Supervisors
--------• Clerk of the Board
By __________________ _
1 REVIEWED &
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RECOMMENDED FOR APPROVAL
a ousseau,
C unty Administrative Officer
County of Fresno
7 Eric Fleming ,
County Administrative Officer
8 County of Madera
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APPROVED AS TO LEGAL FORM
(})w,;;J L_~~
Daniel C . Cederberg, ~
County Counsel, County of Fresno
Regina A. Garza,
18 County Counsel, County of Madera
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21 Colleen J. Carlson,
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County Counsel , County of Kings
APPROVED AS TO ACCOUNTING FORM
Vicki Crow,
Auditor -Controllerrrreasurer-Tax Collector
County of Fresno
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REVIEWED&
RECOMMENDED FOR APPROVAL
James L. Brown,
County Administrative Officer
County of Merced
Michael C . Spata,
Interim County Administrative Officer
County of Tulare
Larry Spikes,
County Administrative Officer
County of Kings
APPROVED AS TO LEGAL FORM
Kathleen Bales-Lange,
County Counsel, County of Tulare
James N . Fincher
County Counsel, County of Merced
1 Agency and Tribal Parties, have executed this Joint Exercise of Powers Agreement Creating the SAN
2 JOAQUIN VALLEY WATER INFRASTRUCTURE AUTHORITY as of the day and year first hereinabove
3 written.
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5 COUNTY OF FRESNO
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7 Deborah A Poochigian,
8 Chairman, Board of Supervisors
9 BERNICE E. SEIDEL, Clerk
Board of Supervisors
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11 By
12 COUNTY OF KINGS
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Chairman, Board of Supervisor/ltrJV l 0 20 1-S'
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COUNTY OF MADERA
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David Rogers
22 Chairman, Board of Supervisors
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TANNA G. BOYD, Clerk
24 of the Board
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By
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COUNTY OF TULARE
Chairman , Board of Supervisors
-----,----,---,--' Clerk of the Board/
County Administrative Officer
By _________ __
By __________________ _
COUNTY OF MERCED
Chairman, Board of Supervisors
_________ , Clerk of the Board
By ________________ __
1 REVIEWED&
RECOMMENDED FOR APPROVAL
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Jean Rousseau ,
4 County Administrative Officer
5 County of Fresno
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7 Eric Fleming,
County Administrative Officer
8 County of Madera
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APPROVED AS TO LEGAL FORM
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15 Daniel C. Cederborg ,
County Counsel , County of Fresno
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Regina A. Garza,
18 County Counsel, County of Madera
19 Coli~~ 20
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County Counsel, County of Kings
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APPROVED AS TO ACCOUNTING FORM
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26 Vicki Crow,
27 Auditor -Controller!freasurer-Tax Collector
County of Fresno
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REVIEWED&
RECOMMENDED FOR APPROVAL
James L. Brown ,
County Administrative Officer
County of Merced
Michael C. Spata ,
Interim County Administrative Officer
County of Tulare
~rry Spikes,
County Admm1strat1ve Off1cer
County of Kings
APPROVEDASTOLEGALFORM
Kathleen Bales-Lange ,
County Counsel, County of Tulare
James N. Fincher
County Counsel, County of Merced
1 Agency and Tribal Parties , have executed this Joint Exercise of Powers Agreement Creating the SAN
2 JOAQUIN VALLEY WATER INFRASTRUCTURE AUTHORITY as of the day and year first hereinabove
3 written.
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5 COUNTY OF FRESNO
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7 Deborah A. Poochigian ,
8 Chairman, Board of Supervisors
9 BERNICE E. SEIDEL, Clerk
Board of Supervisors
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11 By
12 COUNTY OF KINGS
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Chairman, Board of Supervisors
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16 , Clerk of the Board
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18 By
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COUNTY OF MADERA
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David Rogers
22 Chairman , Board of Supervisors
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TANNA G. BOYD , Clerk
of the Board
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COUNTY OF TULARE
Chairman, Board of Supervisors
______ , Clerk of the Board/
County Administrative Officer
By _________________ __
By ___________ _
COUNTY OF MERCED
Chairman, Board of S uperv iso r s
--------' Clerk of the Board
By __________ _
REVIEWED&
RECOMMENDED FOR APPROVAL
James L. Brown ,
County Administrative Officer
County of Merced
Michael C. Spata ,
Interim County Administrative Officer
County of Tulare
Larry Spikes ,
County Administrative Officer
County of Kings
APPROVEDASTOLEGALFORM
Kathleen Bale s-Lange ,
County Counsel, County of Tulare
James N. Finch e r
County Counsel, County of Merced
Agency and Tribal Parties , have ex ecuted this Joint Exercise of Powe rs ~g r eement Creating the SAN
2 JOAQUIN VAL LE Y WATER INFRASTRUCTURE AUTHORITY as of the day and year first hereinabove
3 written.
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5 COUNTY OF FRESNO
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7 Deborah A. Poochigian ,
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Chairman , Board of Supervisors
9 BERNICE E. SEIDEL, Clerk
Board of Supervisors
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11 By
12 COUNTY OF KINGS
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Chairman, Board of Supervisors
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16 ________ , Clerk of the Board
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18 By ___________ _
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COUNTY OF MADERA
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David Rogers
22 Chairman, Board of Supervisors
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TANNA G . BOYD, Clerk
of the Board
By _________________ __
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COUNTY OF TULARE
Chairman, Boa rd of Supervisors
7"""----:-----' Clerk of the Board /
Count y Administrat ive Officer
By _________________ _
By ___________ _
\li(A1>n· tA.. 6ry AI\.. , Clerk of the Boa rd
1 !RESERVED FOR SIGNATURE BY CITY, WATER AGENCY and TRIBAL PARTIES]
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