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JOINT EXERCISE OF POWERS AGREEMENT
CREATING
THE SAN JOAQUIN VALLEY WATER INFRASTRUCTURE
AUTHORITY (SJVWIA)
EFFECTIVE DATE: , 2015
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TABLE OF CONTENTS
ARTICLE 1. DEFINITIONS
ARTICLE 2. PURPOSES OF THE AGREEMENT
ARTICLE 3. TERM
ARTICLE 4. CREATION OF THE AUTHORITY
ARTICLE 5. POWERS OF THE AUTHORITY
ARTICLE 6. BOARD OF DIRECTORS
ARTICLE 7. POWERS OF THE BOARD OF DIRECTORS
ARTICLE 8. MEETINGS OF THE BOARD OF DIRECTORS
ARTICLE 9. OFFICERS
ARTICLE 10. ADMINISTRATION
ARTICLE 11. DEVELOPMENT, FUNDING AND SUBMISSION OF SOLICITATIONS OR GRANT
APPLICATIONS
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 SECRETARY OF STATE
ARTICLE 25. DISPUTE RESOLUTION
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JOINT EXERCISE OF POWERS AGREEMENT
CREATING THE SAN JOAQUIN VALLEY WATER INFRASTRUCTURE AUTHORITY (SJVWIA)
THIS Agreement (“Agreement”) is made and entered into effective ___ day of _________, 2015, by and
among the counties of FRESNO, KINGS, MADERA, MERCED, and TULARE. Each entity listed above is a
political subdivision of the State of California 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, 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
considering the execution of a Participation Agreement among the SJVWIA and such other public agencies
that would permit such other public agencies to participate in the grant formation and solicitat ion process in
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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.
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 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 mean 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).
“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.
ARTICLE 2
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 estab lished by the
State of California or the United States federal government. The Authority may also exercise such powers
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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.
ARTICLE 4
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 respe ctive costs and
expenses as referenced in the Recitals, Article 14 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
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, corpora tions, and government entities.
(d) To sue and be sued in its own name, and to settle any claim against it.
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(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.
(g) To invest any money in its treasury that is no t required for its immediate necessities,
pursuant to Government Code Section 6509.5.
(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.
Pursuant to Government Code section 6509, the aforementioned powers shall be subject to those
restrictions as apply to any of the Parties.
ARTICLE 6
BOARD OF DIRECTORS
(a) Composition of the Board of Directors
The Authority shall be governed by the Board of Directors, which shall consist of nine members and
shall be composed as follows:
1. COUNTY MEMBERS: One member appointed by the Board of Supervisors
of each member 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. GENERAL AT LARGE MEMBER: One member appointed by the County
Members of the Board of Directors. The member shall be appointed to serve a two (2) year
term. The County Members of the Board of Directors may select any individual resident of
California as the General At-Large-Member.
3. CITY AT LARGE MEMBER: One member appointed by the incorporated
cities located within the jurisdiction of the Party Counties. The member shall be appointed to
a two (2) year term. The cities within the jurisdiction of the Party Counties shall also appoint
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an alternate member to serve in the absence of the regular City Member. The alternate
member may not be from or employed by a city within the same County as the regular City
Member.
4. IRRIGATION DISTRICT AT LARGE MEMBER: One member appointed by
all the irrigation districts within the jurisdiction of the Party Coun ties. The member shall be
appointed to a two (2) year term. The irrigation districts within the jurisdiction of the Party
Counties shall also appoint an alternate member to serve in the absence of the regular
Irrigation District Member. The alternate member may not be from or employed by an
Irrigation District located in the same County as the regular Irrigation District Member.
5. COMMUNITY SERVICE DISTRICT/COUNTY SERVICE AREA AT LARGE
MEMBER: One member appointed by all the community service districts (CSD) and county
service areas (CSA) within the jurisdiction of the Party Counties. The member shall be
appointed to a two (2) year term. The CSD/CSA’s within the jurisdiction of the Party Counties
shall also appoint an alternate member to serve in the absence of the regular CSD/CSA
Member. The alternate member may not be from or employed by a CSD/CSA located in the
same County as the regular CSD/CSA member.
(b) 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 At Large Member resigns or cannot fulfill the duties of that posit ion,
the County 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.
If for any reason, the City At Large Member, the Irrigation At Large Member or the CSD/CSA At
Large Member resigns or cannot fulfill the duties of that position, the alternate member appointed by the
respective group shall become the regular member for the remainder of the applicable term.
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(c) Startup Operations and Provisions for Fewer than Five County Members
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, having a ll powers of the full Board of Directors, including but not limited to the
adoption of bylaws by simple majority vote of the five County Members. The startup period shall continue
until all at large members are appointed and sworn in. Prior to the time that all at large members are
appointed and sworn in, at large members may participate in Board of Directors meetings but may not vote,
and shall not be counted for purposes of quorum or supermajority requirements.
In the event that only four Counties approve this Agreement and become members of the Authority ,
or in the case of a withdrawal of a County so that only four County Parties remain, the Board of Directors
shall be reduced to seven members consisting of four County Members, selected as provided herein, the
General At Large member selected by the County Members as provided herein and two other at large
members selected from the three categories of City At Large Member, Irrigation District At Large Member or
CSD/CSA At Large Member. The determination as to which two categories are included as Board of
Director members shall be made by the County Members. The appointments of the remaining two at large
Board of Directors members and alternates shall be made according to Article 6(a), above.
(d) Voting Protocols
A majority of the membership of the Board of Directors shall constitute a quorum for the transaction
of business (e.g., five present members of a nine 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. Enactment of any of the Board of Directors actions enumerated below shall require a supermajority
vote of the Board of Directors. A supermajority is seven of a nine member Board of Directors and five of a
seven member Board of Directors and four of a five member Board of Directors regardless of the numbe r of
voting members who are present at the Board of Directors meeting.
Matters subject to supermajority vote are:
1. Adding or removing Parties;
2. Amendment of the Bylaws.
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ARTICLE 7
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 employ
necessary staff in accordance with Articles 9 and 10 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 a nd disbursement of
any grant funds received.
(e) The Board of Directors shall provide for necessary services to the Authority and the Parties
and Participating Entities, by contract or otherwise, which may include, but shall not be limited to, accountin g,
auditing, and legal services.
(f) The Board of Directors shall provide general supervision and policy direction to the 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 participating entities.
ARTICLE 8
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.
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(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 5495 0 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 9
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.
ARTICLE 10
ADMINISTRATION
(a) The following staff members shall be appointed by and serve at the pleasure of the Board of
Directors:
(1) SJVWIA Manager (“Manager”). The Authority shall have a Manager who
shall be, at the selection of the Authority, an employee of one of the member Parties. The Authority’s
Manager shall administer the business and activities of the Authority, subject to the general supervision and
policy direction of the Board of Directors, and the scope o f this Agreement, shall be responsible for all
minutes, notices and records of the Authority and shall perform such other duties as are assigned by the
Board of Directors within the scope of this Agreement. The charges to the Authority for the services of the
Manager shall be determined by the board of supervisors of the county from which such staff members are
appointed, subject to approval by the Authority.
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(2) Secretary. The Board of Directors may appoint a Secretary who, in place of
the Manager shall be responsible for all minutes, notices and records of the Authority and shall perform such
other duties as are assigned by the Board of Directors within the scope of this Agreement.
(3) 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.
(b) Charges for Treasurer and Auditor Services. 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.
(c) Other Staff. The Board of Directors shall provide for the appointment of such other staff as
may be necessary for the administration of the Authority.
ARTICLE 11
DEVELOPMENT, FUNDING AND IMPLEMENTATION OF SOLICITATIONS OR GRANT APPLICATIONS
(a) Solicitations or Grant Applications. The Authority shall 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.
(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. The selection process
shall be according to policies for procuring services employed by the Party chosen by the Authority to
administer its business and activities pursuant to Article 10 hereof as Manager.
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ARTICLE 12
ACCOUNTS AND RECORDS
(a) Annual Budget. The Authority shall annually adopt an operating budget.
(b) 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 o f 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.
(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, Parties and Participating Entities.
(d) Annual Audit. Pursuant to Government Code Section 6505, the Authority shall either make
or contract with a certified public accountant to make an annual fiscal year audit of all accounts and records
of the Authority, conforming in all respects with the requirements of that section. A report of the audit shall
be filed as a public record with the Parties and Participating Entities and also 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 p erson in
California that submits a written request to the Authority. The report shall be filed within six months of the
end of the fiscal year or years under examination. Costs of the audit shall be considered a general expense
of the Authority.
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 Directors to
perform that function, subject to the requirements of (b) below. The Auditor-Treasurer shall hold and
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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 ho lding 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.
(4) Verify and report in writing to the Authority and to the Parties and Participating
Entities, 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.
(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 14
RESPONSIBILITIES OF PARTIES
The Parties shall have the following responsibilities under this Agreement:
(a) The Board of Supervisors of each Party shall appoint repre sentative(s) to the Board of
Directors, pursuant to Article 6 hereof.
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(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) Each Party shall fund its share of the Authority’s annual administrative expenses . As an
initial contribution, immediately upon execution of this Agreement, each Party shall contribute the amount of
$50,000. Thereafter, all contributions by Parties, which must be approved by the Board of Supervisors of
each Party, shall be made in proportion to the relative populations of the member Parties based on the latest
State of California Department of Finance E-1 Estimate.
(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.
ARTICLE 15
WITHDRAWAL AND TERMINATION
(a) 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 (whether by mutual agreement of the Parties, or by
withdrawal of five or more member Parties), all assets of the Authority remaining after all existing obligations
of the Authority have been disposed of, shall be distributed among the Parties in p roportion to their cash and
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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 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 reas onable 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 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 an d hold harmless the Authority, the
Manager of the Authority, the Auditor-Treasurer of the Authority, the Secretary of the Authority, any other
staff appointed by the Authority or loaned to the Authority by any Party and any director, officer, committee
member or 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.
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ARTICLE 17
BYLAWS
The Board of Directors may adopt Bylaws consistent with this Agreement which shall provide f or the
administration and management of the Authority. To be effective, adopted Bylaws and any changes or
amendments thereto must be approved by the governing board of each Party.
ARTICLE 18
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
to be sent. Each Party 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 a copy of any notice provided to the Authority from
anyone, including but not limited to any notice from any other Party, or of any notice provided by the
Authority to anyone.
ARTICLE 19
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 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.
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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 wil l 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.
ARTICLE 23
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 natu re 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 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.
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3 DISPUTE RESOLUTION
4 Any controversy or dispute between or among the Parties arising out of this Agreement shall be
5 submitted to mediation. The mediator will be selected by mutual agreement. If the matter cannot be
6 resolved through mediation or if the Parties cannot agree upon a mediator the matter shall be submitted to
7 arbitration and such arbitration shall comply with and be governed by the provisions of the California
8 Arbitration Act, of the California Code of Civil Procedure.
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10 IN WITNESS WHEREOF, the COUNTY OF FRESNO, the COUNTY OF KINGS, the COUNTY OF
11 MADERA, the COUNTY OF MERCED and the COUNTY OF TULARE, the Parties, have executed this Joint
12 Exercise of Powers Agreement Creating the SAN JOAQUIN VALLEY WATER INFRASTRUCTURE
13 AUTHORITY as of the day and year first hereinabove written.
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15 COUNTY OF FRESNO
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BERNICE E. SEIDEL, Clerk
Board of Supervisors
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Chairman, Board of Supervisors
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----------------· Clerk of the Board
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COUNTY OF TULARE
Chairman, Board of Supervisors
______ , Clerk of the Board/
County Administrative Officer
By __________________ __
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By __________________ _
COUNTY OF MERCED
Chairman, Board of Supervisors
__________ , Clerk of the Board
By _________________ _
REVIEWED&
RECOMMENDED FOR APPROVAL
James L. Brown,
County Administrative Officer
County of Merced
Jean Rousseau
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
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Colleen J. Carlson,
County Counsel, County of Kings
APPROVED AS TO ACCOUNTING FORM
Vicki Crow,
Auditor-Controller/Treasurer-Tax Collector
County of Fresno
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