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HomeMy WebLinkAboutAgreement A-25-110 Joint Powers Agreement.pdf 25-0102 Agrerement No. 25-110 Amended Joint Powers Agreement Creating the California Association of Mutual Water Companies Joint Powers Risk and Insurance Management Authority THIS AGREEMENT is made and entered into in the County of Los Angeles, State of California, by and among the Companies and Districts, as defined herein, organized and existing under the laws of the State of California, which are parties signatory to this Agreement and listed in Appendix "A," which is attached hereto and made a part hereof. Said Companies and Districts are sometimes referred to herein as "parties" or "Members." RECITALS WHEREAS, subdivision(a) of California Government Code Section 6525 authorizes a mutual water company and a public agency to enter into a joint powers agreement for the purpose of jointly exercising any power common to those contracting parties,and, effective January 1, 2016, subdivision(b)(1)of California Government Code Section 6525 provides that a mutual water company and a public agency may enter into a joint powers agreement for the purpose of risk-pooling in accordance with Government Code Section 990.8; and WHEREAS, California Government Code Section 990 authorizes the self-insurance against tort liabilities and inverse condemnation by public entities and California Labor Code Section 3700 provides for self-insurance of liabilities imposed by Labor Code Section 3200, et seq.; and WHEREAS, California Government Code Section 990.8 states that a mutual water company and a public agency may, by a joint powers agreement,provide coverage for any purpose by any one or more of the methods specified in Government Code Section 990.4; and WHEREAS, the parties desire to establish a structure to provide such coverage products at contributions competitive with the insurance market and in a manner that alleviates risk through coverage products that are reinsured; and WHEREAS,the parties to this Agreement desire to join together for the purpose of purchasing insurance or reinsurance at reduced rates and to provide technical support, continuing education, safety engineering, and operational and managerial advisory assistance to said parties in order to reduce risk liabilities and further the technical, managerial and financial capacity of those parties; and WHEREAS, it appears economically feasible and practical for the parties to this Agreement to do so; Cal.Mutuals JPRIMA Agreement Page 1 NOW THEREFORE, for and in consideration of all of the mutual benefits, covenants and agreements contained herein,the parties hereto agree as follows: Article 1 —Definitions The following definitions shall apply to the provisions of this Agreement: (a) "Association" shall mean the California Association of Mutual Water Companies. (b) "Auditor/Controller" shall mean that person, designated by the Board of Directors who is required to draw, or cause to be drawn, checks, warrants, and electronic payments on behalf of the Authority. (c) "Authority" shall mean the California Association of Mutual Water Companies Joint Powers Risk and Insurance Management Authority(CAMWC-JPR1MA) created by this Agreement. (d) "Board of Directors" or "Board" shall mean the governing body of the Authority. (e) "Chief Executive Officer" shall mean that employee or other agent of the Authority who is so appointed by the Board of Directors. (f) "Company" shall mean a mutual water company, as defined in California Corporations Code Section 14300,which is a"Regular Member"of the Association, as defined in Article III, Section I(a)of the Association's Bylaws; or a ditch company that is formed and operates as a non-profit mutual benefit corporation under California law and is an "Affiliate Member"of the Association, as defined in Article III, Section 1(c)of the Association's Bylaws. (g) "Director" shall mean an individual elected by the Members to serve on the Authority's Board of Directors. (h) "District" shall mean any public agency that is an"Associate Member"or "Affiliate Member"of the Association, as defined in the Association's Bylaws. (i) "Duly Constituted Board Meeting" shall mean any Board of Directors meeting noticed and held in the required manner and at which a quorum was determined to be present at the beginning of the meeting. 0) "Finance and Audit Committee" shall mean the committee of the Authority composed of financial staff of Members appointed by the Board President and ratified by the Board of Directors. (k) "Fiscal Year" shall mean the calendar year. (1) "Insurance" shall mean any Program of the Authority providing Cal. Mutuals JPRIMA Agreement Page 2 coverage against losses to Members who are participants in the Program, regardless of the exact nature of the coverage to be provided by or on behalf of the Authority. (m) "Insurance Program Administrator" shall mean the individual or firm retained by the Board of Directors to administer the Authority's Programs. (n) "Member" shall mean any "Company" or "District" which is a signatory to this Agreement. (o) "Program" or"Programs"means the specific type of Insurance as set forth in the terms, conditions and exclusions of any coverage documents for Insurance provided to a Member. (p) "Re-Insurance" shall mean that insurance or reinsurance which may be purchased on behalf of the Authority and/or the Members to protect the funds of the Members against catastrophic losses. (q) "Secretary" shall mean the person appointed by the Board of Directors to record or cause to be recorded, and keep or cause to be kept, at the principal executive office or such other place as the Board of Directors may order, a book of minutes of actions taken at all meetings of the Board of Directors. (r) "Services" shall mean various services and programs offered from time to time or on an ongoing basis by or on behalf of the Authority to increase Members' technical, managerial and financial capacity, and to reduce risks of losses. (s) "Treasurer" shall mean the person appointed by the Board of Directors to keep and maintain, or cause to be kept and maintained, adequate and correct financial records of the Authority and who will act as a liaison with the Authority's outside auditor in preparing the Authority's annual audit. Article 2 —Purposes This Agreement is entered into by the Members pursuant to the provisions of California Government Code sections 990, 990.4, 990.8 and 6500 et seq., in order to provide comprehensive and economical general liability,public liability,property damage, auto liability,boiler and machinery, directors' and officers' errors and omissions, employment practices, employee dishonesty, employee benefits liability coverage, workers'compensation coverage, and coverage for such other risks as the Board of Directors may determine from time to time; and to allow the Authority to undertake necessary administrative actions pursuant to Government Code Section 6525(a) in advance of the effective date of AB 656 on January 1, 2016. Additional purposes are to reduce the amount and frequency of losses,to decrease the cost incurred by Members in the handling and litigation of claims and to assist the Members through the Services in building their technical,managerial and financial capacity. These purposes shall be accomplished through the exercise of the powers of such Members jointly in the creation of the Authority as a separate entity in accordance with applicable law. Cal.Mutuals JPRIMA Agreement Page 3 It is also the purpose of this Agreement to provide, to the extent permitted by law, for the inclusion at a subsequent date of such additional Members organized and existing under the laws of the State of California as may desire to become parties to the Agreement and members of the Authority, subject to approval by the Board of Directors as set forth herein. Article 3 —Parties to Agreement Each party to this Agreement certifies that it intends to and does contract with all other parties who are signatories to this Agreement and, in addition, with such other parties as may later be added as parties to and signatories to this Agreement pursuant to Article 18. Each party to this Agreement also certifies that the deletion of any party from this Agreement,pursuant to Article 19 or Article 20, shall not be considered the completion of the purpose of this Agreement or affect this Agreement or such party's intent to contract as described above with the other parties to the Agreement then remaining. All parties to this Agreement must be either a Company or a District. Article 4—Term of Agreement This Agreement became effective January 1, 2016, and it shall continue until terminated as hereinafter provided. This Agreement shall become effective as to each new Member upon: (i) approval of its membership by the Board of Directors, (ii)the execution of this Agreement by the Member, and(iii)upon payment by the Member of any initial contribution as the Board of Directors may determine. Any subsequent amendments to the Agreement shall be in accordance with Article 27 of this Agreement. Article 5— Creation of Authority Pursuant to Section 6500 et seq. of the California Government Code,there is hereby created a public entity separate and apart from the parties hereto,to be known as the California Association of Mutual Water Companies Joint Powers Risk and Insurance Management Authority. Pursuant to Government Code Section 6508.1, the debts, liabilities and obligations of the Authority shall be solely its own, no District member shall be responsible for the underlying debts or liabilities of the Authority, and such debts, liabilities or obligations of the Authority shall not constitute debts, liabilities or obligations of any party to this Agreement or of any Company or District. Such Company and District Members shall be fully indemnified by the Authority against such debts, liabilities or obligations, to the extent permitted by law, specifically including Government Code Section 6525(b)(1). The Authority exists separately and apart from the Member Agencies. The Authority is not an insurer, and the Programs offered by or on behalf of the Authority are to be interpreted in conformance with Government Code sections 990, 990.4, 990.8 and 6500 et seq. and contract law. The laws of insurance shall not apply. Cal. Mutuals JPRIMA Agreement Page 4 Article 6— Powers of Authority (a) The Authority shall have the powers common to Members and the powers set forth in Government Code Section 6525(b), and is hereby authorized to do all acts necessary for the exercise of said powers, including,but not limited to, any or all of the following: (1) To make and enter into contracts; (2) To incur debts, liabilities or obligations as necessary, including to finance any Programs and Services offered to Members; (3) To receive grants and donations of property, funds, services and other forms of assistance from persons, firms, corporations and governmental entities; (4) To acquire, hold, lease or dispose of property, contributions and donations of property, funds, services and other forms of assistance from persons, firms, corporations and governmental entities; (5) To employ agents and employees, and/or to contract for services rendered by such agents and employees; (6) To sue and be sued in its own name; (7) To exercise all powers and perform all acts as otherwise provided for in the Bylaws; and (8) To exercise all powers necessary and proper to carry out the terms and provisions of this Agreement, or otherwise authorized by law. (b) Said powers shall be exercised pursuant to the terms hereof and in the manner provided by law. In accordance with Government Code Section 6509, the foregoing powers shall be subject to the restrictions upon the manner of exercising such powers applicable to North of the River Municipal Water District. Article 7—Board of Directors (a) Subject to the limitations of this Agreement and the laws of the State of California, the Authority shall be governed by a Board of Directors which is hereby established and designated to administer this Agreement pursuant to Government Code Section 6506. The powers of the Authority shall be exercised through the Board of Directors, who may, from time to time, adopt and modify bylaws and other policies and procedures for that purpose and for the conduct of its meetings as it may deem proper. (b) The Board of Directors shall be composed of between five (5) and nine (9) directors, as determined upon the formation of the Authority by the initial Members and thereafter determined by the Board of Directors from time to time. The initial Board of Directors shall be appointed by the original Members and upon expiration of that initial term, the directors shall be elected by the Members who have executed this Agreement, as it Cal.Mutuals JPRIMA Agreement Page 5 may be amended. The terms of directors,procedures for election of directors and procedures for meetings shall be as set forth in the Bylaws. Each Member of the Board of Directors shall have one vote. Each Member of the Board shall serve as set forth in the Bylaws. (c) The Board of Directors shall meet as specified in the Bylaws. All meetings of the Board of Directors, including, without limitation, regular, adjourned regular and special meetings, shall be called, noticed, held and conducted in accordance with the provisions of the Ralph M. Brown Act, California Government Code Sections 54950 et seq. Article 8 —Powers of the Board of Directors The Board of Directors of the Authority shall have the powers and functions as set forth in the Bylaws. Article 9—Officers of the Authority The officers of the Authority shall be a President, Vice President, Chief Executive Officer, Secretary, Treasurer and Auditor/Controller, whose duties shall be as set forth in the Bylaws or as prescribed by applicable provisions of law. The position of Treasurer and Auditor/Controller may be held by the same person concurrently. Article 10— Standing Committees The Bylaws shall establish standing committees deemed necessary for the management of the Authority. In addition to those standing committees established in the Bylaws, the Board of Directors may establish other standing or temporary committees from time to time, as provided in the Bylaws. Article 11 —Insurance Program Administrator and Other Staff (a) Insurance Program Administrator. The Board of Directors shall appoint an Insurance Program Administrator who shall be responsible for the general administration of the Authority's Programs and related activities as directed by the Board of Directors. (b) Legal Counsel. The Board of Directors shall appoint an attorney at law who shall serve as general Legal Counsel to the Authority. (c) Other Staff. The Board of Directors shall provide for such other staff of the Authority, to be hired by the Chief Executive Officer, as may be necessary for the efficient and productive administration and operation of the Authority. Article 12 —Insurance Coverage (a) The Authority shall provide for such types and levels of coverage for Programs as the Board of Directors, with the advice of the Authority's Advisory Committee, shall determine. Cal. Mutuals JPRIMA Agreement Page 6 (b) The Programs provided for Members by or on behalf of the Authority may include protection for comprehensive and economical general liability,public liability, property damage, directors' and officers' errors and omissions, auto liability,boiler and machinery, employment practices, employee benefits liability coverage, workers' compensation, and/or coverage for other risks which the Board of Directors may determine to be advisable. The Board of Directors may arrange for the purchase of insurance or Reinsurance. Article 13 —Accounts and Records (a) Annual Budget. The Board shall annually adopt an operating budget. As deemed appropriate by the Board of Directors, that budget may include separate budgets for individual Programs and individual types of Services to be provided to the Members. (b) Funds and Accounts. The Treasurer shall establish and maintain such funds and accounts as required by the Board of Directors and as required by generally accepted accounting principles. Books and records of the Authority shall be open to any inspection at all reasonable times by authorized representatives of Members as otherwise required by law. Quarterly unaudited financial statements shall be produced and distributed to all Members. The Authority shall adhere to the standard of strict accountability set forth in Government Code Section 6505. (c) Financial Reports. The Auditor-Controller shall present a complete written report of all financial and investment activities of the Authority for the most recently completed fiscal year to the Board of Directors and to all Members no later than ninety(90) days after completion of the Authority's fiscal year, and shall prepare quarterly reports as required under Government Code Section 53646, and such reports as are required by law. (d) Annual Audit. The Auditor/Controller shall cause to be made by an outside certified public accountant experienced in local governmental agency auditing an annual audit of the accounts and records of the Authority, which audit shall conform to generally accepted auditing standards. Such report shall be presented to the Board of Directors for approval and concurrence. Costs of the audit shall be considered a general expense of the Authority. Article 14 — Responsibility for Monies (a) The Auditor-Controller shall have the authority to delegate the signatory function of the Auditor-Controller to such persons as are authorized by resolution of the Board of Directors. (b) The Auditor-Controller shall perform, and to the extent allowed by law, may cause to be performed, all duties set forth in Government Code Section 6505.5. (c) A bond in an amount determined adequate by the Board of Directors shall be required of all officers and personnel authorized to disburse funds of the Authority. The premium for such bond shall be paid for by the Authority. Cal.Mutuals JPRIMA Agreement Page 7 (d) The Treasurer of the Authority shall assume the duties described in California Government Code Section 6505.5, including: (1) Receive and acknowledge receipt for all money of the Authority and place it in the treasury of the Authority; (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; (3) Pay, when due, out of money of the Authority so held by him or her, all sums payable on any outstanding bonds or other liabilities of the Authority; (4) Pay any other sums due from Authority money only upon checks, warrants, or electronic payments approved by the Chief Executive Officer or his or her designee. The checks, warrants, or electronic payments shall be reviewed by the President of the Board and either the Treasurer or the Chair of the Finance and Audit Committee. Article 15—Services Provided by the Authority The Authority may provide, at the sole discretion of the Board of Directors, the following services to the Members: (a) Establish Programs through which Members shall procure coverage as necessary. (b) Assist each Member's designated risk manager with the implementation of that risk management function as it relates to risks faced by Members in their ordinary course of business. (c) Provide, or cause to be provided,the Services to Members, as well as loss prevention and safety consulting services, as required. (d) Review Member contracts to determine sufficiency of indemnity and Insurance provisions when requested. (h) Conduct risk assessments for each Member. (i) The Authority shall provide such other services and have such other responsibilities as deemed necessary by the Board of Directors. Cal. Mutuals JPRIMA Agreement Page 8 Article 16—Responsibilities of Members Members shall have the following responsibilities: (a) Each Member shall appoint an employee or other representative of the Member to be responsible for the risk management function within that Member and to serve as a liaison between the Member and the Authority as to risk management. (b) Each Member shall maintain an active safety program through a designated safety officer. (c) Each Member shall timely pay its contributions for any Programs. (e) Each Member shall cooperate fully with the Authority and any insurer or reinsurer under any Program in determining the causes of losses, in the settlement of losses and in any other matters relating to this Agreement. (f) Each Member shall provide the Authority with such other information or assistance as may be necessary for the Authority to carry out the Programs under this Agreement. (g) Each Member shall comply with all Bylaws and policies and procedures adopted by the Board of Directors. (h) Each Member shall remain a "Regular Member," "Affiliate Member" or "Associate Member," as defined in the Association's Bylaws and as applicable in relation to that Member's entity status, in good standing of the Association. Article 17 - Programs and Services The Authority may develop and implement Programs and provide Services the Authority deems necessary, advisable and beneficial to Members. The Authority, through the Board of Directors, shall use its best efforts to develop outside funding sources to avoid imposing on the Members any monetary obligations other than contributions to be paid as consideration for participation in the Programs. Each Member may apply for membership and participation in any Program conducted by the Authority and to receive any Service provided by the Authority, but acceptance in any Program shall be subject to the approval of the Insurance Program Administrator or the Board of Directors. Article 18—New Members The Authority shall allow new Members to join the Authority and participate in the Programs and receive the Services upon approval by the Board of Directors, and upon any conditions or limitations that the Board deems appropriate. Members entering under this Article may be required to pay their share of the Authority's organizational expenses as determined by the Board of Directors. Any such new Member must be a"Regular Cal. Mutuals JPRIMA Agreement Page 9 Member," "Associate Member" or"Affiliate Member" of the Association, as may be applicable. Any new Member of the Authority must commit to membership for an initial term of three (3) years, subject to earlier withdrawal only in accordance with the provisions of Article 19, below. Article 19—Withdrawal (a) A Member may withdraw as a party to this Agreement upon thirty(30) days' advance written notice to the Authority if it has never been a participant in any Program, or if it has withdrawn from all Programs in which it was a participant in accordance with subdivision(b), below; provided, however, that no Member may withdraw before the expiration of its initial three (3) year membership term unless: (i) there is an increase of fifteen percent(15%) or more in any single year in that Member's contribution(s) for any particular Program(s)that does not result from the Member's actions or misconduct; or(ii) the Insurance Program Administrator in place at the time the Member joined the Authority separates from the Authority for any reason, including, but not limited to,the Authority's termination of the Insurance Program Administrator's engagement with the Authority or the Insurance Program Administrator's resignation from the Authority. (b) Subject to the provisions of subdivision(a), above, after becoming a participant in a Program, a Member may withdraw from that Program only at the end of a coverage year, or as may otherwise be allowed by the Board of Directors; and only if the Member has given the Authority at least six (6)months' advance written notice of that proposed withdrawal. (c) A former Member who again desires to participate in an Authority Program after having withdrawn from that Program must again join the Authority as a new Member before it may participate in that Program. The terms of each Program shall determine whether any benefits will be held over from that Member's former status as a previous Program participant. (d) A Member may not withdraw as a party to this Agreement nor as a member of the Authority until it has withdrawn from all of the Programs of the Authority. (e) Notwithstanding any other provision of this Article 19, a District that is the only District that is a Member of the Authority at a particular time may not withdraw from the Authority until the first of the following occurs: (i) six (6) months have elapsed since that District has given the Authority written notice of its desire to withdraw; or(ii) the Authority has secured a written commitment from another District to join the Authority. Article 20— Cancellation by Authority of Membership or Participation (a) Notwithstanding the provisions of Article 19, the Authority shall have the right to cancel any Member's participation in any Program upon a two-thirds vote of the Directors present at any Duly Constituted Board Meeting, provided that a reasonable time shall be afforded, at the discretion of the Board of Directors, to place coverage Cal. Mutuals JPRIMA Agreement Page 10 elsewhere before that cancellation shall be effective. For purposes of this subdivision, a reasonable time shall consist of at least ninety(90) days' prior written notice, unless the cancellation results from a material increase in hazard as a result of the Member's operations, in which case at least ten(10) days' written notice shall be provided. Such cancellation shall not relieve the Member or former Member of its responsibilities as provided for in Article 21(b). (b) Notwithstanding any other provisions of this Agreement, the participation of any Member of the Authority, including participation in any of the Authority's Programs and receiving any of the Services, shall cease and be canceled automatically at the end of the next complete coverage year for each Program and Service whenever such Member's membership in the Association ceases. Such automatic cancellation shall not relieve the Member or former Member of its responsibilities as provided for in Article 21(b). (c) Notwithstanding any other provisions of this Agreement, the participation of any Member, including participation in any of the Authority's Programs and Services, may be canceled at the discretion of the Board of Directors whenever such Member is dissolved, consolidated,merged or annexed. A reasonable time shall be afforded, in the discretion of the Board of Directors, to place coverage elsewhere. Any such cancellation shall not relieve the Member or former Member of its responsibilities as provided for in Article 21(b). Article 21 —Effect of Withdrawal or Cancellation (a) The withdrawal or cancellation of any Member from this Agreement shall not terminate the Agreement and a Member by withdrawing or being canceled shall not be entitled to payment or return of any contribution, consideration or property paid, or donated by the Member to the Authority, or to any distribution of assets, except as provided in Article 22(c). (b) The withdrawal or cancellation of any Member after the effective date of any Program shall not terminate its responsibility to pay its share of the costs of that Program until all claims, or other unpaid liabilities, covering the Program period any part of which the Member was signatory thereto have been finally resolved Article 22 —Termination and Distribution (a) This Agreement may be terminated at any time by the written consent of three-fourths (3/4) of the Members,provided, however, that this Agreement and the Authority shall continue to exist for the purpose of disposing of all claims, distributing assets and all other functions necessary to wind up the affairs of the Authority. This Agreement shall also terminate if a District that is the only District then a Member of the Authority withdraws in accordance with Section 19(e), above, and no other District becomes a Member of the Authority before that withdrawal becomes effective. (b) The Board of Directors is vested with all powers of the Authority for the purpose of winding up and dissolving the business affairs of the Authority. Cal. Mutuals JPRIMA Agreement Page 11 (c) Upon termination of this Agreement, all properties and cash of the Authority shall be distributed only among the Members that have been signatories hereto, including any of those Members which previously withdrew pursuant to Article 19(d) or were canceled pursuant to Article 20 of this Agreement, in accordance with and proportionate to their cash contributions (including payments and property contributions at market value when received) made during the term of this Agreement. The Board of Directors shall determine such distribution within six(6)months after satisfaction of the last remaining liability of the Authority. (d) In the absence of a Board of Directors, the Chief Executive Officer shall exercise all powers and authority under this Article. The decision of the Board of Directors or, in the absence of a Board of Directors, the Chief Executive Officer under this Article shall be final. Article 23 -- Enforcement The Authority is hereby granted authority to enforce this Agreement. In the event action is instituted to enforce the terms of this Agreement, the Bylaws and/or any policies and/or procedures of the Board of Directors and the nondefaulting party(s) should employ attorneys or incur other expenses for the collection of moneys or the enforcement or performance or observance of any obligation or agreement on the part of the defaulting party(s) herein contained, the defaulting party agrees that it will on demand therefore pay to the nondefaulting party(s) the reasonable fees of such attorneys and such other expenses so incurred by the nondefaulting party(s). Article 24—Non-liability of Directors, Officers and Employees In accordance with Government Code Sections 825 et seq., the Board of Directors, and the officers and employees of the Authority, including former Directors, officers and employees, shall not be liable to the Authority, to any Member or former Member, or to any other person, for actual or alleged breach of duty, mistake of judgment, neglect, error, misstatement, misleading statement, or any other act or omission in the performance of their duties hereunder; for any action taken or omitted by any employee or independent contractor; for loss incurred through the investment or failure to invest funds; or for loss attributable to any failure or omission to procure or maintain insurance; except in the event of fraud, gross negligence, or intentional misconduct of such Director, officer or employee. The Authority shall defend and shall indemnify and hold harmless its Directors, officers and employees, including former Directors, officers and employees, from any and all claims, demands, causes of action, and damages arising out of their performance of their duties as such Directors, officers or employees of the Authority except in the event of fraud, gross negligence, corruption, malice or intentional misconduct, and the funds of the Authority shall be used for such purpose. The Authority may purchase conventional insurance to protect the Authority, and its participating Members or former Members, against any such acts or omissions by its Directors, officers and employees, including former Directors, officers and employees. Cal.Mutuals JPRIMA Agreement Page 12 Article 25— Provision for Bylaws and Mission Statement As soon as practicable after the first meeting of the Board of Directors, the Board shall cause to be developed Authority Bylaws and a Mission Statement. Article 26—Notices Notices to Members hereunder shall be sufficient if delivered to the principal office of the respective Member. Article 27—Amendment This Agreement may be amended at any time by a majority vote of the Members, and any such amendment shall be binding on the Members to the extent allowed by law. Article 28—Prohibition against Assignment No Member may assign any right, claim or interest it may have under this Agreement, and no creditor, assignee or third party beneficiary of any Member shall have any right, claim or title or any part, share, interest, fund, contribution or asset of the Authority. Article 29-- Counterparts This Agreement may be executed in one or more counterparts and shall be as fully effective as though executed in one document. Article 30 -- California Law This Agreement shall be governed by and construed under the laws of the State of California. Article 31 -- Severability Should any part, term or provisions of this Agreement be determined by any court of component jurisdiction to be illegal or in conflict with any law of the State of California or otherwise be rendered unenforceable or ineffectual, the validity of the remaining portions or provisions shall not be affected thereby. Article 32—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. Cal.Mutuals JPRIMA Agreement Page 13 IN WITNESS WHEREOF, this Amended Joint Powers Agreement Creating the California Association of Mutual Companies Joint Powers Risk and Insurance Management Authority was unanimously approved pursuant to Article 27 of the original Joint Powers Agreement Creating the California Association of Mutual Companies Joint Powers Insurance Authority(the "Authority")by the Authority's Board of Directors, by action taken at a duly noticed and held public meeting on January 28, 2016. Jw C mes enum, President of the alifornia Association of Mutual Water Companies Joint Powers Risk and Insurance Management Authority By Kenneth S. Bradbury, Secretary of the California Association of Mutual Water Companies Joint Powers Risk and Insurance Management Authority Cal. Mutuals JPRIMA Agreement Page 14 APPENDIX A INITIAL MEMBERS OF THE CALIFORNIA ASSOCIATION OF MUTUAL WATER COMPANIES JOINT POWERS RISK AND INSURANCE MANAGEMENT AUTHORITY North of the River Municipal Water District(public agency member) Bellflower-Somerset Mutual Water Company(mutual water company member) California Domestic Water Company(mutual water company member) Covina Irrigating Company(mutual water company member) Montebello Land& Water Company(mutual water company member) Oildale Mutual Water Company(mutual water company member) Rubio Canon Land and Water Association(mutual water company member) South Mesa Water Company(mutual water company member) Sunny Slope Water Company(mutual water company member) Valencia Heights Water Company(mutual water company member) Cal. Mutuals JPRIMA Agreement Page 15 AGREEMENT TO BECOME A PARTY TO THE AMENDED JOINT POWERS AGREEMENT CREATING THE CALIFORNIA ASSOCIATION OF MUTUAL WATER COMPANIES JOINT POWERS RISK AND INSURANCE MANAGEMENT AUTHORITY The County of Fresno,through its Special Districts Administration [insert name of company or district] (referred to as "Member") hereby agrees to become a party to the Amended Joint Powers Agreement Creating the California Association of Mutual Water Companies Joint Powers Risk and Insurance Management Authority (the "Authority"), in the form attached hereto as Exhibit A, and agrees to abide by the terms and conditions of that agreement. Member hereby represents that its action to become a party to the above- referenced agreement and to participate in the Authority has been duly authorized by action of its governing board taken at a duly called and noticed meeting. Executed this 25th day of March , 202_5_ at Fresno , California. The County of Fresno,through its Special Districts Administration [Company or District name] By� o Printed Name:.Ernest Buddy Mendes Title: 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 Calif rnia By state