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HomeMy WebLinkAboutAssociation Of California Water Agencies; 1994-05-11;June 16, 1995 Attention: Barbara Hearst Association of California Water Agencies 910 llK1t Street, Suite 250 Sacramento, CA 95814-3577 Re: Amendment to ACWA Health Benefits Agreement The Carlsbad Municipal Water District Board of Directors, at it meeting of June 13, 1995, adopted Resolution No. 903, approving a amendment to the Association of California Water Agencies (ACWA Health Benefits Authority Joint Exercise of Powers Agreement. Enclosed is a copy of Resolution No. 903 and a copy of the signel amendment for your records. gx&$* Assistant Se etary CMC Enclosures 1200 Carlsbad Village Drive - Carlsbad, California 92008-1 989 - (61 9) 434-28C 0 a Appendix A1 IN WITNESS WHEREOF, the following Agencies have adopted this amended Agreement, dated March 31, 1995, in its entirety, as evidenced by the authorized signature set forth below: DATE: June 14, 1995 CARLSBAD MUNICIPAL WATER DISTRICT Agency/District Page - 17 \i, ,IITE IT - DON'T SAY b .I Date May 13 io File 0 Reply Wanted From Karen UNO Reply Necessary RE: JOINT EXCERCISE OF POWERS AGREEMENT -- ASSOC. OF CALIFORNIA WATER AGENCIES The original JPA, as well as a copy of Res. No. 871 was given to Julie Clark of Human Resources on 5/11/94 for transmittal. K. AIGNER FORM NO. 55-032 PRI i e e Joint Exercise of Powers Agreement Creating the Association of California Water Agencies Health Benefits Authority THIS JOINT EXERCISE OF POWERS AGREEMENT (the "Agreement") dated as of May 1, 1994, is made and entered into in the ( of Sacramento, State of California, by and among water dir and agencies organized and existing under the laws of the of California, hereinafter collectively referred to as tnc "Agencies1' and individually as an "Agency" which are part signatory to this agreement and listed in Appendix llA", wl attached hereto and made a part hereof. Said Agencies art sometimes referred to herein as "parties." RECITALS WHEREAS, Section 6500 et seq. of the Government Code of t State of California (the "JPA Act") provides that two or public agencies may by agreement jointly exercise any pow common to the contracting parties; and WHEREAS, Section 989 et seq, of the Government Code of th State of California (the llInsurance Act"), more particula Section 990.4 thereof, provides that a local public entit self-insure, purchase insurance through an authorized car or purchase insurance through a surplus line broker, or a combination of these; and WHEREAS, Section 990.8 of the Insurance Act provides that or more local entities may, by a joint powers agreement, insurance for any purpose by any one or more of the metho specified in Section 990.4 of the Insurance Code; and WHEREAS, all parties to this Agreement previously partici in or were eligible to participate in the ACWA Health Pla Insurance Trust for the purpose of pooling their purchasi needs for a Health Benefit Plan; WHEREAS, the Association of California Water Agencies Hea Plan Insurance Trust (HPIT) is terminating its health ber plans and the parties to this Agreement desire to establi Joint Exercise of Powers Agreement as its successor for t purpose of providing health benefit coverage; 0 0 I WHEREAS, each of the parties to this Agreement desire to IC together with the other parties for the purpose of poollr-g purchasing needs for health benefit coverage for their err.pi to provide said employees with a comprehensive Health Benef Plan at a lower cost than might be available generally to t parties individually; and WHEREAS, it appears economically feasible and practical fol parties to this Agreement to do so; NOW, THEREFORE, for and in consideration of all of the muti benefits, covenants and agreements contained herein, the p: hereto agree as follows: ARTICLE l--Definitions The following definitions shall apply to the provisions of Agreement: "Agency" or "Agencies" or "Member" shall mean those entitit of local government empowered by law to replenish ground w distribute, control, treat, develop, acquire, use, store o supply water or empowered by laws to protect, drain or rec lands within the State of California, including but not 1ii to irrigation districts, California water districts, munic water districts, county water districts, municipal utility districts, drainage, water replenishment and reclamation districts, flood control and water conservation districts, are signatories to this Agreement, including any amendment thereto,and which are members of the Association of Califo Water Agencies. "Agency" or tlAgencies" also include the As,sociation of California Water Agencies. "Authority" shall mean the Association of California Water Agencies Health Benefits Authority. "Board of Trustees" or "Board" shall mean the governing bo of the Authority. "Contributions" shall mean any health insurance premium or cash contribution required to maintain or fund the Health Benefit Plan. "Health Benefit Plan" or "Health Benefit Coverage" shall mean the health insurance plan, whether insured or non-in; which is provided to the employees of participating Agenci "Insurance and Personnel Committee" shall mean the Insurar and Personnel Committee of the Association of California i Agencies. Page - - 2 0 0 L "Trustee" or "Trustees" shall mean a duly appointee -nember or members of the Board of Trustees. ARTICLE l--Purposes This Agreement is entered into by the Agencies pursuant to Sections 990.4, and 990.8 of the Government Act and Sectior, et seq. of the JPA Act in order to enable those Agencies to their purchasing needs to provide their employees with comprehensive and economical health benefit coverage. This purpose shall be accomplished through the exercise of 1 powers of such Agencies jointly in the creation of a separa entity, the Association of California Water Agencies Health Benefits Authority (the "Authority") , to combine the employ! of the participating Agencies collectively into a single pol for the purposes of negotiating and purchasing health benef coverage and to provide various administrative activities relative to the management of the pool and purchasing of insurance, including, but not limited to, billing participa Agencies for premiums, making premium payments to the insur carrier and determining eligibility for coverage of individ It is also the purpose of this Agreement to provide for the Authority to be the successor to the Association of Califor Water Agencies Health Plan Insurance Trust in order to prov Health Benefit Coverage to its participating Agencies and t the recipient of any Health Benefit Plan assets, as determi by the Trustor, remaining after dissolution of the Trust an conclusion of the affairs of the Trust. It is the further purpose of this Agreement to provide, to extent permitted by law, for the inclusion at a subsequent of such additional agencies organized and existing under tl- laws of the State of California who qualify as an Agency as desire to become parties to the Agreement and members of tk Authority. ARTICLE 3--Parties to the Agreement Each party to this Agreement certifies that it intends to i does contract with all other parties who are signatories 01 Agreement and, in addition, with such other parties as may be added as parties to and signatories of this Agreement pursuant to Article 13. Each party to this Agreement cert that the deletion of any party from this Agreement, pursuai Articles 14 and 15 shall not affect this Agreement nor SUC party's intent to contract as described above with other p to the Agreement then remaining. Each party to the Agreem must at all times participate in the Health Benefit Plan. employees and their dependents. i I ~ Page - - 3 e 0 ARTICLE 4--Term of Agreement This Agreement shall become effective as of May 1, 1994, an in full force and effect and a legal, valid and binding obligation of each Agency at 12:Ol a.m., Pacific Dayllght Savings Time, that submits to the Board an executed counter of this Agreement, together with a certified copy of a resolution of the governing board of each such initial Agen approving this Agreement and the execution and delivery her and shall continue until and unless terminated as hereinaft provided. Within 30 days after the effective date of this Agreement c amendment hereto, the Board will cause a notice of this Agreement or amendment to be prepared and filed with the of of the Secretary of State of the State af California and tk county clerk of each county in which the Authority maintair office, as applicable, in the manner set forth in Section E of the JPA Act and Section 53051 of the Government Code of State of California. ARTICLE 5--Creation of Authority Pursuant to Section 6500 et seq. of the JPA Act, there is 1 created a public entity separate and apart from the partier hereto, to be known as the "Association of California Watei Agencies Health Benefits Authority". As provided in the J1 Act, the Authority shall be a public entity separate from f of the Agencies. The debts, liabilities and obligations o Authority shall not constitute debts, liabilities or oblig of any of the Agencies. ARTICLE 6--Powers of Authority (a) The Authority shall have the powers common to Agencie is hereby authorized to do all acts necessary for the exercise of said common powers, including, but not li to, any of the following: (1) To make and enter into contracts; (2) To incur debts, liabilities or obligations; (3) To employ agents and employees; (4) To acquire, hold or dispose of property, contri: and donations of property, funds, services and 1 forms of assistance from person, firms, corpora and governmental entities; (5) To receive, collect and disburse monies; Page--4 0 0 (6) (7) To sue and be sued in its own name; To exercise all powers necessary and proper to ca~ Out the terms and provisions of this Agreement, otherwise authorized by law. and o1 (b) Except as otherwise provided herein, such powers shall exercised subject only to such restrictions upon the mc of exercising such power as are imposed upon any participating agency in the exercise of similar powers provided in Section 6509 et seq. of the JPA Act. Notwithstanding the foregoing, the Authority shall havl additional powers conferred under the JPA Act, the Insurance Act or other applicable law, insofar as such additional powers may be necessary to accomplish the purposes set forth in Article 2 hereof. ARTICLE 7--Board of Trustees (a) The Authority shall be governed by the Board of Truste which is hereby established and which shall be compose i seven trustees, as follows: (1) The chair of the Insurance and Personnel Committe that person represents a party to this Agreement; otherwise, the Insurance and Personnel Committee elect one of its members who represents a party t this Agreement to be the trustee from the Committ The chair of the Finance Committee of the Associz of California Water Agencies if that person reprc a party to this Agreement; otherwise, the Finance Committee shall elect one of its members who represents a party to this Agreement to be the t: from the Committee. A member of the Board of Directors of the Associ; of California Water Agencies representing a part! this Agreement that is located in a rural area 0' State of California. A member of the Board of Directors of the Associ of California Water Agencies representing a part this Agreement that is located in an urban area State of California. The president of the Association of California % Agencies if that person represents a party to th Agreement; otherwise, a person appointed by the president from the Association of California Wat Agencies Board of Directors who represents a par this Agreement. (2) (3) (4) (5) Page - - 5 e 0 L (6) The vice president of the Association of Ca1lfcr;l: Water Agencies if that person represents a party t this Agreement; otherwise, a person appointed by : vice president from the Association of California Water Agencies Board of Directors who represents i party to this Agreement. California Water Agencies. (7) The Executive Director of the Association of (b) The trustees from the Association of California Water Agencies Board of Directors (numbers 3 and 4 above) sh be elected from that board by the members of that boar (c) Each trustee shall serve until a successor is appointe elected. (d) Each trustee shall have one vote. (e) In any instrument in writing in the name of the Authoi the trustees shall be bound by the signatures of any f trustees, and all persons, partnerships, corporations. associations may rely thereon that such instrument ha: duly authorized in accordance with this Agreement unlc otherwise authorized by resolution of the Authority. (f) To the extent permitted by law, no trustee shall be 1. for any action on good faith taken or omitted nor for act or omission of any other trustee. The Authority : indemnify and hold harmless the Trustees to the exten in the amounts provided by the laws of the State of California from and against all claims, damages and 1 and expenses arising out of the performance by the tr of any duty or responsibility undertaken or performed connection with the obligations of the trustees arisi of the Agreement. The funds of the Authority shall b to defend, indemnify and hold harmless the Authority any Trustee for actions taken within the scope of the Authority. Notwithstanding any provision of the Agre the Authority shall have the right to purchase insura provide coverage for its trustees and employees with respect to the foregoing. ARTICLE 8--Powers of the Board of Trustees Subject to their powers of allocation and delegation set elsewhere in this Agreement and to Article 6 hereof, the : of Trustees of the Authority shall have exclusive authori control and manage the operation and administration of th Authority and its assets. The Board of Trustees may exer all lawful powers appropriate to the exercise of their au hereunder, including the following powers and functions: Page--6 5 0 0 (a) To pay all Authority expenses, including, without limitation, insurance premiums and operation expenses; To determine and select all insurance to be made avail; to the parties to this agreement and necessary to carr; the programs of the Authority. The determination shal: include the scope of such plans; (c) To establish contribution rates for Agencies and to T,OC those rates from time to time. Such contribution rate shall be sufficient to provide for insurance premiums the insurance carrier, Authority expenses, and a reas0 Authority reserve not to exceed the maximum reserve permitted by law; Upon recommendation of the Insurance and Personnel Committee, to establish such rules and regulations as be necessary in administering the business of the Auth To borrow money to carry out the purposes of the Authc and to pledge, assign or hypothecate any of the Author - assets to secure such loan; To accept, compromise, arbitrate or otherwise settle i obligation, liability or claim involving the Authorit1 including, but not by way of limitation, any claim for contributions or other sums payable hereto, and to enf or contest any other obligation, liability or claim b.1 appropriate legal proceedings if, in the sole discretj the trustees, it is in the interest of the Authority t so, or to assign any such claim and allow the assignee institute legal or arbitration proceedings in its own To require any person with obligation or rights hereui to furnish, or permit an audit of, any reasonable information, data and documents that are pertinent in verifying the accuracy of contribution and acting up01 claims for benefits under the Health Benefit Plan, or are otherwise pertinent in administering the Authorit, To publish, file and distribute all reports required To determine all questions relating to eligibility fo benefits, how benefits will be provided and similar questions. Such determinations shall be binding on a persons, except as may otherwise specifically be prov herein or in regulations duly adopted by the Board; To retain or employ attorneys, accountants, actuaries office personnel, professional administrators and consultants and other suitable agents and employees; (b) (dl (e) (f) . to enforce collection; (g) (h) (1) (1) Page - - 7 0 a i (k) TO exercise all powers granted under any insurance purchased with Authority funds; To decline or terminate the participation of an Agezcy the Health Benefit Plan if there are repeated delinqce or other failures to comply with the terms of the Heal Benefit Plan, this Agreement or the bylaws provided fc Article 18; To enforce all obligations of Agencies to make contributions to the Authority by any means the ~ut’r,ar deems appropriate and to collect such contributions at rates as may be established from time to time by the E To adopt uniform, specific, reasonable and diligent collection procedures with respect to delinquent Agenc To cause to be prepared the operating budget of the Authority for each fiscal year; To receive and review periodic accounting of all fund under Articles 11 and 12 of this Agreement; To conduct on behalf of the Authority all business of Authority which the Authority may conduct under the provisions hereof and pursuant to law; To implement such other powers and functions as are provided for in this Agreement or in the bylaws. ccr, (1) (m) (n) (0) (p) (9) (r) ARTICLE 9--Meeting of the Board of Trustees (a) Meetings. The Board shall provide for its regular, adjourned regular and special meetings or upon call c Chair of the Authority; provided, however, that it SI hold at least one regular meeting annually as set fol the bylaws. (b) Minutes. The Secretary shall cause minutes of regul< adjourned regular and special meetings to be kept an( shall, as soon as possible after each meeting, cause of the minutes to be forwarded to each member of the Board. Copies of such minutes shall be available on request to the parties to this Agreement. for the transaction of business, except that less th quorum may adjourn from time to time. A vote of the majority present at any duly constituted Board meeti shall be sufficient to constitute action by the Boar except as otherwise specifically set forth in this Agreement or in the bylaws. (c) Quorum. A majority of the Board shall constitute a Page - - 8 e a L (dl Compliance with the Brown Act. All meetings of the 93, including, without limitation, regular, adjourned regu and special meetings, shall be called, noticed, held a: conducted in accordance with the provisions of the Rall Brown Act, Sections 54950 et seq. of the Government Co the State of California, or any successor legislation thereto (the "Brown Act"). ARTICLE 10--0fficers of the Authority (a) Chair and Vice Chair. The Board shall elect from its members a Chair and Vice Chair of the Authority biannc in the fall of odd-numbered years thereafter. In the the Chair or Vice Chair so elected ceases to be a memk the Board, the resulting vacancy in the office of Cha: Vice Chair shall be filled at the next regular meetin! the Board held after such vacancy occurs. In the abse or inability of the Chair to act, the Vice Chair shal: as Chair. The Chair, or in his or her absence the Vi( Chair, shall preside at and conduct all meetings of tl Board. (b) Secretary. The Board shall designate a Secretary who shall be responsible for all minutes, notices and rec of the Authority and shall perform such other duties be assigned by the Board of Trustees. (c) Auditor/Controller. The Board shall designate from i members or employees or the treasurer of one of the contracting parties, or such other person as required the JPA Act, an Auditor/Controller who shall have the duties set forth in Articles 11 and 12 of this Agreerr (dl Treasurer. The Board shall designate from its membei employees or the treasurer of one of the contracting parties, or such other person as required by the JPA Treasurer who shall have the powers, duties and responsibilities specified by Section 6505.5 of the L Act, as described in Articles 11 and 12 of this Agref ARTICLE 11--Accounts and Records (a) Annual Budget. The Board shall annually adopt an operating budget prepared pursuant to Article 8 (0) Agreement. establish and maintain such funds and accounts as re by the Board and as required by generally accepted a standards. Books and records of the Authority in tl- of the Treasurer shall be open to any inspection at (b) Funds and Accounts. The Treasurer of the Authority Page--9 e 0 i reasonable times by authorized representatives of Age?, as otherwise required by law. (c) Treasurer‘s Report. The Treasurer, within 120 days af the close of each fiscal year, shall give a complete written report of all financial activities for such fl year to the Board and make copies of such report avail to parties to this Agreement on request. (dl Annual Audit. The Auditor/Controller shall provide fc certified, annual audit of the accounts and records of authority, which audit shall be made by a certified pc accountant and shall conform to generally accepted auc standards. A report thereof shall be filed as a publ: record in the office of the Authority. Such report si be filed within six months of the end of each year or under examination. ARTICLE 12--Responsibility for Monies (a) The Treasurer of the Authority shall have the custody. and disburse the Authority’s funds. The Treasurer sh have the authority to delegate the signatory function the Treasurer to such persons as are authorized by th Board. (b) A bond in the amount determined adequate by the Board be required for all officers and personnel who have c of, handle, or have access to any property of the Authority, such bond to be paid for by the Authority. (c) The Treasurer of the Authority shall assume the dutie required by the JPA Act as may be amended, including following duties: (1) To receive and acknowledge receipt for all mone: the Authority and to place it in the treasury o! Authority ; To be responsible upon his or her official bond the safekeeping and disbursement of all the Authority’s money so held by him or her; (3) To pay, when due, out of money of the Authority held by him or her, all sums payable on outstan bonds and coupons of the Authority; To pay any other sums due from the Authority; To verify and to report in writing on the first July, October, January and April of each year t Authority and, on request, to Agencies the am01 money held for the Authority, the amount of re( . (2) (4) (5) Page- - 10 0 e L since the last report and the amount paid out slnc the last report. (d) All funds received by the Authority hereunder shall be invested by the Board of Trustees in any instrument declared by state law to be permissible as an investme for any local public agency in the State of California deposited in such bank or banks as the Board may desig for that purpose, and all withdrawals shall be made on check signed by not less than two individuals with signatory authority as authorized by the bylaws of the Authority or unanimous vote of the Board. ARTICLE 13--New Members The Authority may allow entry into its programs to any Ager that requests Health Benefits Coverage through the Authorit that meets the requirements specified in Article 1 in the definition of 'IAgency" or "Agencies". Qualifying entities be added as parties to this Agreement and become Agencies L (1) the filing by the entity of an executed Appendix A to f Agreement, together with a certified copy of the resolutior the governing body of such entity approving this Agreement the execution and delivery hereof; and (ii) adoption of a resolution of the Board approving the addition of such ent an Agency. Upon satisfaction of such conditions, the Boar shall file such executed Appendix A of this Agreement as a amendment hereto, effective upon such filing. ARTICLE 14--Withdrawal An Agency may withdraw as a party to this Agreement by prc written intention of withdrawing to the Secretary at least days prior to the proposed effective date of the withdraw2 Any such withdrawal shall be effective only upon receipt c notice of withdrawal by the Board which shall acknowledge receipt of such notice of withdrawal in writing and shall such notice as an amendment to this Agreement effective uy proposed filing date, or such other date as the Board may designate in order to bring such notice of withdrawal in compliance with the terms hereof. ARTICLE lS--Cancellation (a) Notwithstanding any other provision of this Agreemen Board shall have the right to cancel any Agency's participation in the Health Benefit Plan of the Auth if the Agency is more than 30 days in arrears in the payment of monthly contributions for Health Benefit Coverage. Page--11 L e 0 (b) Notwithstanding ariy other provision of thls Agreement, participation of any Agency, including participation i programs of the Authorlty, shall cease and be cancelle automatically whenever such Agency's membership in the Association of California Water Agencies ceases, such automatic cancellation shall not relieve the Agency of responsibilities as provided for in Article 16 (b). ARTICLE 16--Effect of Withdrawal or Cancellation (a) The withdrawal or cancellation of any Agency from thiz Agreement shall not terminate this Agreement and an Ac by withdrawing or being cancelled pursuant to Article' and 15 shall not be entitled to payment or return of 2 contribution, consideration or property paid, or donat the Agency to the Authority, or to any distribution ol assets. The withdrawal or cancellation of any Agency pursuant Articles 14 and 15 shall not terminate its responsibi with respect to the payment of its share of contribut due or in arrears at the time of such withdrawal or cancellation. (b) ARTICLE 17--Termination and Distribution. (a) This Agreement may be terminated by the written conse three-fourths of the Agencies, provided, however, tha Agreement and the Authority shall continue to exist f purposes of concluding all functions necessary to win the affairs of the Authority. The Board is vested with all powers of the Authority the purpose of winding up and dissolving the business affairs of the Authority. Upon termination of this agreement, all assets of the Authority shall be distributed only among those partj that have been signatories hereto during the 12 montl preceding the date upon which the written consent re( by paragraph (a) hereof was determined to have been completed by the Board. The Board shall determine SI distribution within six months after all other busint the Authority has been concluded. (b) (c) ARTICLE 18--Termination of the Authority The Authority may be terminated or its powers changed, restricted or eliminated by the Board of Trustees along w written consent of the majority of the Agencies. Page - - 12 1 0 0 ARTICLE 19--Provision for Bylaws and Manual As soon as practicable after the first meeting of the Boar2 Trustees, the Board shall cause to be developed Authority b~ and other governing documents deemed necessary by the Board. The bylaws shall be adopted by two-thirds vote of the Board. Each party to the Agreement shall receive a copy of the by12 and other such governing documents. ARTICLE 20--Notices Any notice or instrument authorized or required to be given delivered pursuant to this Agreement shall be deemed to hav been given or delivered when the same is deposited in any U States Post Office, postage prepaid, or is shipped by Unite Parcel Service, addressed to the principal office of the respective Agency and shall be deemed to have been received the Agency to whom the same is addressed at the expiration three business days after deposit in the United States Post Office or delivery to or pick up at the Authority's princip office by United Parcel Service. I i ARTICLE 21--Amendment to the Agreement Except as provided by Article 13 hereof, this Agreement may amended by the Board of Trustees along with the written COT! of a majority of the Agencies. ARTICLE 22--Agreement Not Exclusive This Agreement shall not be exclusive and shall not be deer amend or alter the terms of other agreements between any 0: Agencies, except as the terms of this Agreement shall conf: therewith, in which case the terms of this Agreement shall prevail. ARTICLE 23--Conflict of Interest Code The Board by resolution shall adopt a Conflict of Interest as required by law. ARTICLE 24--Prohibition Against Assignment No Agency may assign any right, claim or interest it may l- under this Agreement and no creditor, assignee or third pa beneficiary of any Agency shall have any right, claim or t or any part, share, interest, fund, premium or asset of tk Authority, except as otherwise provided for under Article L Page--13 L e 0 ARTI- 25--Counterparts This Agreement may be executed by the Agencies in separate counterparts, each of which when so executed and delivered be an original, but all such counterparts shall together constitute but one and the Same instrument. ARTICLE 26--Choice of Law This Agreement shall be governed by the laws of the State ( California. ARTICLE 27--Severability If one or more clauses, sentences, paragraphs, provisions articles of this Agreement shall be held to be unlawful, i or unenforceable, it is hereby agreed by the Agencies that remainder of the Agreement shall not be affected thereby. ARTICLE 28--Headings The titles of articles and paragraphs of this Agreement ar convenience only, and no presumption or implication of the intent of the parties as to the construction of this Agree shall be drawn therefrom. ARTICLE 29--Agreement Complete The foregoing constitutes the full and complete Agreement parties. forth in writing herein. ARTICLE 30--Adoption The parties to this Agreement evidence their adoption of t Agreement by (1) executing Appendix A, which is attached t made a part of this Agreement and (2) by providing the Aut a copy of a formal resolution from its governing body ado1 the Agreement as of May 1, 1994, or such later date as spc in its resolution. There are no oral understandings or agreements r Page - - 14 e 0 Appendix A IN WITNESS WHEREOF, the following Agencies have adopted rh:: Agreement in its entirety as of May 1, 1994, or such later : as is specified in its resolution, as evidenced by the authorized signature set forth below and by a formal resolut from its governing body provided to the Authority: DATE: May 11, 1994 CARLSBAD MUNICIPAL WATER DISTRICT Agency/District - BY: CLAUDE A. LEWIS, President Page - - 15