HomeMy WebLinkAboutEncina Wastewater Authority; 1991-11-05;REVISED ESTABLISHMENT DOCUMENT FOR THE ENCINA WASTEWATER AUTHORITY AS AMENDED EFFECTIVE AUGUST 9, 1994
Ref: 8956
THIS AGREEMENT (hereinafter the Revised Establishment Document, "RED") is made and entered into this 17th day of December, 1990, by and among the CITY OF VISTA, (hereafter VISTA), the CITY OF CARLSBAD, (hereafter CARLSBAD), the BUENA SANITATION DISTRICT, (hereafter BUENA), the VALLECITOS WATER DISTRICT, a County Water District (hereafter VALLECITOS), the LEUCADIA COUNTY WATER DISTRICT, a County Water District (hereafter LEUCADIA), and the ENCINITAS SANITARY DISTRICT (hereafter ENCINITAS), herein called the "member agencies", for the operation, maintenance, and administration of their jointly owned sewerage system.
RECITALS
WHEREAS, each of the member agencies is a public agency authorized and empowered to contract for the joint exercise of powers under the Government Code of the State of California; and
WHEREAS, each of the member agencies has the authority and power to collect, transmit, treat and dispose or reuse wastewater and wastewater treatment byproducts, and to construct and operate facilities for such purposes; and
WHEREAS, the member agencies recognize the need to operate, maintain and administer the Encina Joint System on a cooperative basis for the collection, transmission, treatment, and disposal of wastewater, and the management of wastewater treatment byproducts; and
WHEREAS, on August 1, 1988, the member agencies entered into a Joint Exercise of Powers Agreement, which this RED is to replace, pursuant to the provisions of Article 1, Chapter 5, division 7, Title 1 of the California Government Code, creating a public agency then known as the Encina Administrative Agency (now the Encina Wastewater Authority, l'EWA1l) to serve as the Operator/Administrator of the Encina Joint System; and
WHEREAS, the Joint Exercise of Powers Agreement establishing the EWA was adopted as a supplement to the "Basic Agreement" establishing the Encina Joint Powers; and
WHEREAS, the member agencies desire to revise and condense the Basic Agreement and have drafted legal documents known collectively as the Revised Basic Agreement that are to be considered concurrently with this Agreement; and
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Ref: 8956.2
WHEREAS, the member agencies desire to (a) retain the EWA as the Operator/Administrator of the Encina Joint Powers and (b) reestablish the organization, administration, rules, and specific powers of the EWA by entering into a revised agreement, to be known as the "Revised Establishment Document" ("RED"), separate from the Revised Basic Agreement ("RBA"), pursuant to Article 1, Chapter 5, Division 7, Title 1 of the California Government Code relating to the joint exercise of powers.
NOW THEREFORE, THE PARTIES HERETO COVENANT WITH EACH OTHER AS FOLLOWS:
Section 1. DEFINITIONS
For the purposes of this RED and the RBA, the following terms shall have the meanings indicated below:
1.1 Basic Aqreement. That agreement by and among Vista, Carlsbad, Buena, Vallecitos, Leucadia, and Encinitas including all supplements and amendments thereto entered into beginning July 13, 1961.
1.2 Joint Advisor-v Committee. The Joint Advisory Committee (JAC) as defined in the Revised Basic Agreement.
1.3 Joint Svstem. The Encina Joint System as defined in the Revised Basic Agreement.
1.4 Revised Basic Agreement. That agreement by and among Vista, Carlsbad, Buena, Vallecitos, Leucadia, and Encinitas including all amendments thereto entered into beginning December 17, 1990 and superseding the Basic Agreement.
Section 2. TERMS
2.1 Establishment of Asencv. There is hereby established a public agency known as the Encina Wastewater Authority, herein called EWA (formerly known as the Encina Administrative Agency). For the purposes of this agreement, EWA is a public agency separate from the parties hereto, but it is the intent of these parties that EWA be subordinate to and dependent upon the member agencies in all matters.
2.2 General Duties of the EWA. The EWA shall operate, maintain, and administer the Encina Joint System utilizing funds contributed by the member agencies and grants received from the Federal and State governments.
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Ref: 8956.3
2.3 Powers. The EWA shall have the following powers as needed to fulfil1 its duties:
2.3.1 To operate, maintain, administer and manage the Joint System, including any buildings, works or improvements comprising part of the Joint System and located either inside or outside the boundaries of the member agencies, in accordance with sound engineering and accounting practices with local, state and federal laws and regulations;
2.3.2 To make and enter contracts in connection with the administration, management, maintenance and operation of the Joint System;
2.3.3 To employ agents and employees to operate, maintain, administer and manage the Joint System;
2.3.4 To incur debts, liabilities or obligations in connection with the operation, maintenance, administration and management of the Joint System;
2.3.5 To sue and be sued in its own name, provided that the EWA shall not commence or intervene in any lawsuit without the approval of all of its member agencies, except pursuant to paragraph 2.3.10 hereof;
2.3.6 To acquire, hold, and dispose of such equipment as may be reasonably necessary to the property operation, maintenance, administration and management of wastewater treatment and disposal facilities;
2.3.7 To file reports associated with the operation, maintenance, administration and management of the Joint System;
2.3.8 In an emergency, to reconstruct or cause to be reconstructed such portions of the Joint system when reconstruction is immediately required to permit the Joint System to continue to function;
2.3.9 To maintain at all times with a responsible insurer or insurers sufficient insurance against loss or damage to the Joint System or portion thereof, workers' compensation insurance, and insurance against public liability and property damage;
2.3.10 To adopt industrial pretreatment regulations that comply with federal and state pretreatment regulations. The regulations shall include technically based local limits, shall be followed by each member agency, shall apply to industrial
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h
Ref: 8956.4
connections and groundwater cleanup sites that discharge or have the potential to discharge into the Joint System, and shall allow EWA to take enforcement action against dischargers that violate the regulation;
2.3.11 To review and amend the industrial pretreatment regulations from time to time as the need arises;
2.3.12 To implement all requirements of the pretreatment regulations and all aspects of the Encina service area pretreatment program, including permitting, inspection, monitoring, reporting, and enforcement activities, except that industrial pretreatment permits shall be jointly issued by the member agency in whose jurisdiction the discharge is located and EWA;
2.3.13 To charge and bill the industrial dischargers for their respective share of the EWA's cost to implement the pretreatment regulations, including application review, permit issuance, sampling, monitoring, inspection and enforcement costs;
2.3.14 To purchase, lease or condemn real property upon such terms and conditions as approved unanimously by the member agencies;
2.3.15 To operate and maintain other facilities outside the Joint System as recommended by JAC and in accordance with EWA executed operation agreements, or as authorized in the Revised Basic Agreement, which may include budgeting responsibilities.
2.3.16 The powers enumerated herein shall be exercised subject to the restrictions upon the manner of exercising the powers of the Leucadia County Water District pursuant to the County Water District Law (Water Code 530000 et seq.).
2.4 Board of Directors. The EWA shall be administered by the governing body of the EWA which shall be known as the Board of Directors of the EWA, herein called the Board. Members of the JAC shall serve as the Board.
2.5 Officers of the Board. The Board shall elect its own officers, which shall include a Chairman, Vice-Chairman, Secretary, Treasurer, and Auditor. The Chairman and Vice- Chairman shall be members of the Board and the Secretary may, but need not, be a member of the Board.
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Ref: 8956.5
2.5.1 Treasurer. The Treasurer shall be appointed by the Board of Directors to serve at the Board's pleasure. The Treasurer shall be the depository and have custody of all money of the EWA from whatever source. The Board shall appoint the Treasurer from among the officers and employees of the Authority. The Board may appoint one or more persons to act as assistants to the Treasurer from among the officers and employees of the Authority. Upon appointment, an assistant shall be considered an "other officer" of the EWA under Section 2.5.3 of this RED. The person appointed as Treasurer may simultaneously hold the office of Auditor.
2.5.2 Auditor. The Auditor shall be appointed by the Board of Directors to serve at the Board's pleasure. The Auditor shall draw all warrants to pay demands against the EWA approved by the Board of Directors. The Board shall appoint the Auditor from among the officers and employees of the Authority. The Board may appoint one or more persons to act as assistants to the Auditor from among the officers and employees of the Authority. Upon appointment, an assistant shall be considered an "other officer" of the EWA under Section 2.5.3 of the RED. The person appointed as Auditor may simultaneously hold the office of Treasurer.
2.5.3 Other Officers. The General Manager and Attorney for the EWA shall be appointed by the board. Subject to the limits of the EWA's approved budget, the Board shall also have the power to appoint and employ such other officers, consultants, advisors, and independent contractors as it may deem necessary or convenient for the business of the EWA, who shall serve at the pleasure of the Board. The public officer, officers, or persons who have charge of, handle, or have access to any substantial property of the EWA shall file an official bond in an amount to be fixed by the Board. The General Manager shall have the power to appoint, promote, demote and remove employees of the EWA subject to the provisions of the personnel policy of the EWA and the EWAls approved budget.
2.6 Meetinas of the Board.
2.6.1 Regular Meetings. The Board shall provide for its regular meetings; provided, however, it shall hold at least one regular meeting per month. The dates, hour, and place of the regular meetings shall be fixed by resolution, and a copy of such resolution shall be furnished to each member agency.
2.6.2 Ralph M. Brown Act. All meetings of the Board, including, without limitations, regular, adjourned regular, and special meetings, shall be called, noticed, held, and conducted in accordance with the provisions of the Ralph M.
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Ref: 8956.6
Brown Act (commencing with Section 54950 of the California Government Code).
2.6.3 Minutes. The Secretary of the EWA shall cause to be kept minutes of all meetings of the Board, and shall cause a copy of the minutes to be forwarded to each member of the Board and to each of the parties hereto.
2.6.4 Quorum and Vote. A majority of the Board or their alternates shall constitute a quorum for the transaction of business; except that less than a quorum may adjourn from time to time. The affirmative vote of a majority of a quorum shall be required for the approval of any action. However, when voting on a matter involving the treatment plant (Unit I) or the ocean outfall (Unit J), or the cornposting facility (Unit K), any member of the Board may call for a weighted vote. In such case, the affirmative vote of members representing a majority of the capacity of the Unit-involved shall be required for the approval of any action, to be calculated as follows:
The total vote of all members of the Board shall be 100 percent. Each regularly appointed member shall have a percentage of vote equal to one-half of the percentage of capacity of the member agency he represents in the Unit involved. Where only one member is present, said member shall have a percentage of vote
equal to the total percentage of capacity of the agency he represents. At any meeting where no regularly appointed member is represented, each alternative of such regularly appointed member shall have a percentage of vote equal to one-half of the percentage of capacity of the agency he represents. Provided, however, at any meeting where any agency is represented by only one alternate, said alternate shall have a percentage of vote equal to the total percentage of the capacity of the agency he represents.
2.7 Rules. The Board shall adopt rules and regulations, including a conflict of interest code and a purchasing procedure. The Board may, from time to time, review and revise these rules and regulations as needed.
2.8 Budsetinq. Annually, the EWA shall prepare an operation, maintenance, and administration budget (hereafter referred to as the 0 & M budget) and a capital improvement program budget (hereafter referred to as the capital budget). The budgets shall be prepared in accordance with the RBA and generally accepted accounting principles.
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Ref: 8956.7
2.9 Accountinq and Audits.
2.9.1 Fiscal Year. The fiscal year of the EWA shall be from July 1 to June 30.
2.9.2 Accounting Procedures and Audit. Full books and accounts shall be maintained for the EWA in accordance with practices established by or consistent with those utilized by the Controller of the State of California for like public agencies. The Auditor of the EWA shall either make or contract with a certified public accountant to make an annual audit of the accounts and records of the EWA. The minimum requirements of the audit shall be those prescribed by the State Controller for special districts under Section 26909 of the California Government Code and the audit shall conform to generally accepted accounting principles. A report of the audit shall be filed as a public record with each of the member agencies and with the San Diego County Auditor within 30 days of its completion. Such report shall be filed within 12 months of the end of the fiscal year under examination.
2.10 Liabilities. Except as provided hereinabove, the debts, liabilities and obligations of the EWA shall be the debts, liabilities and obligations of the EWA alone, and not the member agencies.
2.11 Withdrawal or Dissolution. Upon withdrawal of a member from the EWA or upon dissolution of the EWA, there shall
be a partial or complete distribution of assets and discharge of liabilities as follows. The distribution of assets may be made in kind or assets may be sold and the proceeds thereof distributed to a member agency at the time of withdrawal or to the member agencies at the time of dissolution; provided that, all property and rights in property assigned or transferred by any member agency to the EWA shall be reconveyed to said member agency free and clear of all encumbrances and liens of any kind.
2.11.1 Withdrawal. Upon withdrawal of any member agency from the EWA, the withdrawing member shall receive its proportionate or otherwise defined share of any assets of the EWA and shall contribute its proportionate or otherwise defined share toward discharge of any enforceable liability incurred by the EWA. 2.11.2 Dissolution. Upon dissolution of the EWA, each member agency shall receive its proportionate or otherwise defined share toward discharges of any enforceable liabilities incurred by the EWA.
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Ref: 8956.8
2.12 Rescission or Termination. The EWA shall continue as Operator/Administrator until such time as EWA is terminated by written consent of a majority of the member agencies, evidenced by certified copies of resolutions by their governing bodies. Upon termination of the EWA and replacement with another Operator/Administrator, employees of the EWA shall become the employees of the new Operator/Administrator subject to existing employment contracts, seniority, retirement rights and any other employee benefits or rights now enjoyed by those employees.
2.13 Notices. All notices, statements, demands, requests, consents, approvals, authorizations, agreements, appointments or designations hereunder shall be given in writing and addressed to the principal office of the EWA.
2.14 Severabilitv. If any one or more of the terms, provisions, promises, covenants or conditions of this agreement shall by any extent be adjudged invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, each and all of the remaining terms, provisions, promises, covenants and conditions of this agreement shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law.
2.15 Modification of Asreement. This agreement shall contain all of the terms and conditions made between the parties hereto and shall not be amended except by an agreement in writing signed by all the member agencies.
2.16 Succession. The provisions of this agreement shall be binding upon and shall inure to the benefit of the successors of the parties thereto.
2.17 Annroval. This agreement shall be approved as of the date that all of the member agencies have approved this agreement and the Revised Basic Agreement.
IN WITNESS WHEREOF, each party hereto has pursuant to resolution duly passed and adopted by their respective governing bodies caused this Revised Establishment Document to be executed effective as of the day and year first above written.
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Resolution 94- 94
City of Vista
Page 3
6. This Resolution shall not become effective until an amendment to the Revised
Establishment Document of the Encina Water Authority, and execution thereof, has been
approved and authorized by each of the member agencies of Encina in a form substantially
the same as approved above.
7. The Mayor of the City of Vista is hereby authorized to execute an amended
form of the Revised Establishment Document, as provided herein.
8. The City Clerk of the City of Vista is hereby directed to forward a copy of tiiis
resolution to the Encina Wastewater Authority upon its adoption.
PASSED, APPROVED AND ADOPTED at a regular meeting of the City Council of the
City of Vista held on the 9th day of August, 1994 by the following vote:
AYES: WILLIAMS, SMITH, COLE, PACKARD, MCCLELLAN
NOES: NONE
ABSTAIN: NONE
ATTEST:
c/’
Mayor
JO SEIBERT, City Clerk
APPROVED AS TO FORM:
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6. The City Clerk of the City of Carlsbad is hcrcby dircctcd lo forward a copy of this
rcsolulion to the Encina Wastcwatcr Authority upon its adoption.
PASSED, APPROVED AND ADOPTED at a regular meeting of the Carlsbad City Council held
on the 28th day of JUNE 1994 by the following vote to wit:
AYES: Council Members Stanton, Kulchin, Nygaard, Finnila
NOES: None
ABSENT: Council Member Lewis
(ATI’EST)
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Lb!a% 76 ir?a
ALETIIA L. RAUTENKRANZ, City ClcA
Resolution 94- 7 Buena Sanitation District
Page 3
6. This Resolution shall not beome effective until an amendment to the Revised Establishment Document of the Encina Water Authority, and execution thereof, has been approved and authorized by each of the member agencies of Encina in a form substantially the same as approved above.
7. The Clerk of the Board for the Buena Sanitation District is hereby directed to
forward a copy of this resolution to the Encina Wastewater Authority upon its adoption.
PASSED, APPROVED AND ADOPTED at a special meeting of the Board of Directors of the Buena Sanitation District held on the 9th day of August. 1994 by the following vote:
AYES: MCCLELLAN, SMITH
NOES: NONE
ABSTAIN: NONE
ABSENT: MACDONALD
All-EST:
Chairperson
1
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JO SEIBERT, Clerk of the Board
APPROVED AS TO FORM:
J.mAYN$ DERNETZ,
District Attorney
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Resolution 970
Page Three
PASSED, APPROVED AND ADOPTED at a regular meeting of the Board of Directors of
the Vallecitos Water District this 6th day of July, 1994 by the following roll call vote:
AYES: CRUZ, GREGORYK, MASON, NEWPORT
NOES:
ABSENT: FERGUSON
ABSTAIN:
Board of Directors
Vallecitos Water District
ATTEST:
William W. Rucker, Secretary
Board of Directors
Vallecitos Water District
PASSED, APPROVED AND ADOPTED at a meeting of the Board of
Directors of the Encinitas Sanitary District held on the
20th day of July , 1994, by the following vote, to
wit:
AYES:
NAYS:
ABSENT:
ABSTAIN:
Bond, Davis, DuVivier, Hano, Wiegand
None
Charles DuVivier, President of the Board Encinitas Sanitary District
ATTEST:
I, E. Jane Pool, Clerk of the Board of Directors of the Encinitas Sanitary District of Encinitas, California, do hereby certify under penalty of perjury that the attached and foregoing is a true and correct copy of this document on file in my office. In witness whereof I have set my hand and the Seal of the Encinitas Sanitary District this:
‘.. / .’ (f’ ,-, _ >7/-- 6
E. Jane -Pool, Clerk of the Board
REVISED ESTABLISHMENT DOCUMENT FOR THE ENCINA WASTEWATER AUTHORITY DRAFT JULY 28, 1992 AMENDMENTS
Ref: 3073
THIS AGREEMENT (hereinafter the Revised Establishment Document, WEDW) is made and entered into this 17th day of December, 1990, by and among the CITY OF VISTA (hereafter VISTA), the CITY OF CARLSBAD (hereafter CARLSBAD), the BUENA SANITATION DISTRICT (hereafter BUENA), the VALLECITOS WATER DISTRICT (hereafter LEUCADIA), and the ENCINITAS SANITARY DISTRICT (hereafter ENCINITAS), herein called the "member agencies", for the operation, maintenance, and administration of their jointly owned sewerage system.
WHEREAS, each of the member agencies is a public agency authorized and empowered to contract for the joint exercise of powers under the Government Code of the State of California; and
WHEREAS, each of the member agencies has the authority and power to collect, transmit, treat and dispose or reuse wastewater and wastewater treatment bvDroducts. and to construct and operate facilities for such purposes; and
WHEREAS, the member agencies recognize the need to operate, maintain and administer the Encina Joint System on a cooperative basis for the collection, transmission, treatment, and disposal of wastewater, and the manaqement of wastewater treatment bmroducts; and
WHEREAS, on August 1, 1988, the member agencies entered into a Joint Exercise of Powers Agreement, which this RED is to replace, pursuant to the provisions of Article 1, Chapter 5, division 7, Title 1 of the California Government Code, creating a public agency then known as the Encina Administrative Agency (now the Encina Wastewater Authority, trEWA1l) to serve as the Operator/Administrator of the Encina Joint System: and
WHEREAS, the Joint Exercise of Powers Agreement establishing the EWA was adopted as a supplement to the "Basic Agreement" establishing the Encina Joint Powers: and
WHEREAS, the member agencies desire to revise and condense the Basic Agreement and have drafted legal documents known collectively as the Revised Basic Agreement that are to be considered concurrently with this Agreement: and
EXHIBIT #3
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Ref: 3073.1
WHEREAS, the member agencies desire to (a) retain the EWA as the Operator/Administrator of the Encina Joint Powers and (b) reestablish the organization, administration, rules, and specific powers of the EWA by entering into a revised agreement, to be known as the URevised Establishment Document" (l%ED"), separate from the Revised Basic Agreement ("RBA"), pursuant to Article 1, Chapter 5, Division 7, Title 1 of the California Government Code relating to the joint exercise of powers.
NOW THEREFORE, TEE PARTIES HERETO COVENANT WITH EACH OTHER AS FOLLOWS:
Section 1. DEFINITIONS
For the purposes of this RED and the RBA, the following terms shall have the meanings indicated below:
1.1 Basic Aareement. That agreement by and among Vista, Carlsbad, Buena, Vallecitos, Leucadia, and Encinitas including
all supplements and amendments thereto entered into beginning July 13, 1961.
1.2 Joint Advisorv Committee. The Joint Advisory Committee (JAC) as defined in the Revised Basic Agreement.
1.3 Joint Svstem. The Encina Joint System as defined in the Revised Basic Agreement.
1.4 Revised Basic Aareement. That agreement by and among Vista, Carlsbad, Buena, Vallecitos, Leucadia, and Encinitas including all amendments thereto entered into beginning December 17, 1990 and superseding the Basic Agreement.
Section 2. TERMS
2.1 Establishment of Aaencv. There is hereby established a public agency known as the Encina Wastewater Authority, herein called EWA (formerly known as the Encina Administrative Agency). For the purposes of this agreement, EWA is a public agency separate from the parties hereto, but it is the intent of these parties that EWA be subordinate to and dependent upon the member agencies in all matters.
2.2 General Duties of the EWA. The EWA shall operate, maintain, and administer the Encina Joint System utilizing funds contributed by the member agencies and grants received from the Federal and State governments.
2.3 Powers. The EWA shall have the following powers as needed to fulfil1 its duties:
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Ref: 3073.2
2.3.1 To operate, maintain, administer and manage the Joint System, including any buildings, works or improvements comprising part of the Joint System and located either inside or outside the boundaries of the member agencies, in accordance with sound engineering and accounting practices with local, state and federal laws and regulations;
2.3.2 To make and enter contracts in connection with the administration, management, maintenance and operation of the Joint System;
2.3.3 maintain, To employ agents and employees to operate, administer and manage the Joint System:
2.3.4 To incur debts, liabilities or obligations in connection with the operation, maintenance, administration and management of the Joint System;
2.3.5 To sue and be sued in its own name, provided that the EWA shall not commence or intervene in any lawsuit without the approval of all of its member agencies, except pursuant to paragraph 2.3.10 hereof:
2.3.6 To acquire, hold, and dispose of such equipment as may be reasonably necessary to the property operation, maintenance, administration and management of wastewater treatment and disposal facilities:
2.3.7 To file reports associated with the operation, maintenance, administration and management of the Joint System:
2.3.8 In an emergency, to reconstruct or cause to be reconstructed such portions of the Joint system when reconstruction is immediately required to permit the Joint System to continue to function;
2.3.9 To maintain at all times with a responsible insurer or insurers sufficient insurance against loss or damage to the Joint System or portion thereof, workers' compensation insurance, and insurance against public liability and property damage:
2.3.10 To adopt industrial pretreatment regulations that comply with federal and state pretreatment regulations. The regulations shall include technically based local limits, shall be followed by each member agency, shall apply to industrial connections and groundwater cleanup sites that discharge or have the potential to discharge into the Joint System, and shall allow EWA to take enforcement action against dischargers that violate the regulation:
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Ref: 3073.3
2.3.11 To review and amend the industrial pretreatment regulations from time to time as the need arises:
2.3.12 To implement all requirements of the pretreatment regulations and all aspects of the Encina service area pretreatment program, including permitting, inspection, monitoring, reporting, and enforcement activities, except that industrial pretreatment permits shall be jointly issued by the member agency in whose jurisdiction the discharge is located and EWA:
2.3.13 To charge and bill the industrial dischargers for their respective share of the EWA's cost to implement the pretreatment regulations, including application review, permit issuance, sampling, monitoring, inspection and enforcement costs;
2.3.14 To purchase, lease or condemn real property upon such terms and conditions as approved unanimously by the member agencies;
2.3.15 To operate and maintain other facilities outside the Joint System as recommended by JAC and in accordance with EWA executed operation agreements, or as authorized in the Revised Basic Agreement, which may include budgeting responsibilities.
2.3.16 The powers enumerated herein shall be exercised subject to the restrictions upon the manner of exercising the powers of the Leucadia County Water District pursuant to the County Water District Law (Water Code S30000 et seq.).
2.4 Board of Directors. The EWA shall be administered by the governing body of the EWA which shall be known as the Board of Directors of the EWA, herein called the Board. Members of the JAC shall serve as the Board.
2.5 Officers of the Board. The Board shall elect its own officers, which shall include a chairman, Vice-Chairman, Secretary, Treasurer, and Auditor. The Chairman and Vice- Chairman shall be members of the Board and the Secretary may, but need not, be a member of the Board.
2.5.1 Treasurer. The Treasurer shall be the treasurer of Vista and shall be the depositary and have custody of all money of the EWA from whatever sources.
2.5.2 Auditor. The Auditor shall be the auditor Of Vista and shall draw all warrants to pay demands against the EWA approved by the Board of Directors.
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Ref: 3073.4
2.5.3 Other Officers. The General Manager and Attorney for the EWA shall be appointed by the board. The Board shall also have the power to appoint and employ such other consultants, advisors, and independent contractors as it may deem necessary, and subject to the limits of the EWA's approved budget. The public officer, officers, or persons who have charge of, handle, or have access to any substantial property of the EWA shall file an official bond in an amount to be fixed by the Board. The General Manager shall have the power to appoint, promote, demote and remove employees of the EWA subject to the provisions of the personnel policy of the EWA and the EWA's approved budget.
2.6 Meetinas of the Board.
2.6.1 Regular Meetings. The Board shall provide for its regular meetings; provided, however, it shall hold at least one regular meeting per month. The dates, hour, and place of the regular meetings shall be fixed by resolution, and a copy of such resolution shall be furnished to each member agency.
2.6.2 Ralph M. Brown Act. All meetings of the Board, including, without limitations, regular, adjourned regular, and special meetings, shall be called, noticed, held, and conducted in accordance with the provisions of the Ralph M. Brown Act (commencing with Section 54950 of the California Government Code).
2.6.3 Minutes. The Secretary of the EWA shall cause to be kept minutes of all meetings of the Board, and shall cause a copy of the minutes to be forwarded to each member of the Board and to each of the parties hereto.
2.6.4 Quorum and Vote. A majority of the Board or their alternates shall constitute a quorum for the transaction of business; except that less than a quorum may adjourn from time to time. The affirmative vote of a majority of a quorum shall be required for the approval of any action. However, when voting on a matter involving the treatment plant (Unit I) or the ocean outfall (Unit J), or the conmostincr facilitv (Unit K). any member of the Board may call for a weighted vote. In such case, the affirmative vote of members representing a majority of the capacity of the Unit involved shall be required for the approval of any action, to be calculated as follows:
The total vote of all members of the Board shall be 100 percent. Each regularly appointed member shall have a percentage of vote equal to one-half of the percentage of capacity of the member agency he represents in the Unit involved. Where only one member is present, said member shall have a percentage of vote
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Ref: 3073.5
equal to the total percentage of capacity of the agency he represents. At any meeting where no regularly appointed member is represented, each alternative of such regularly appointed member shall have a percentage of vote equal to one-half of the percentage of capacity of the agency he represents. Provided, however, at any meeting where any agency is represented by only one alternate, said alternate shall have a percentage of vote equal to the total percentage of the capacity of the agency he represents.
2.7 Rules. The Board shall adopt rules and regulations, including a conflict of interest code and a purchasing procedure. The Board may, from time to time, review and revise these rules and regulations as needed.
2.8 Budaetinq. Annually, the EWA shall prepare an operation, maintenance, and administration budget (hereafter referred to as the 0 f M budget) and a capital improvement program budget (hereafter referred to as the capital budget). The budgets shall be prepared in accordance with the RBA and generally accepted accounting principles.
2.9 Accountina and Audits.
2.9.1 Fiscal Year. The fiscal year of the EWA shall be from July 1 to June 30.
2.9.2 Accounting Procedures and Audit. Full books and accounts shall be maintained for the EWA in accordance with practices established by or consistent with those utilized by the Controller of the State of California for like public agencies. The Auditor of the EWA shall either make or contract with a certified public accountant to make an annual audit of the accounts and records of the EWA. The minimum requirements of the audit shall be those prescribed by the State Controller for special districts under Section 26909 of the California Government Code and the audit shall conform to generally accepted accounting principles. A report of the audit shall be filed as a public record with each of the member agencies and with the San Diego County Auditor within 30 days of its completion. Such report shall be filed within 12 months of the end of the fiscal year under examination.
2.10 Liabilities. Except as provided hereinabove, the debts, liabilities and obligations of the EWA shall be the debts, liabilities and obligations of the EWA alone, and not the member agencies.
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Ref: 3073.6
2.11 Withdrawal or Dissolution. Upon withdrawal of a member from the EWA or upon dissolution of the EWA, there shall be a partial or complete distribution of assets and discharge of liabilities as follows. The distribution of assets may be made in kind or assets may be sold and the proceeds thereof distributed to a member agency at the time of withdrawal or to the member agencies at the time of dissolution; provided that, all property and rights in property assigned or transferred by any member agency to the EWA shall be reconveyed to said member agency free and clear of all encumbrances and liens of any kind.
2.11.1 Withdrawal. Upon withdrawal of any member agency from the EWA, the withdrawing member shall receive its proportionate or otherwise defined share of any assets of the EWA and shall contribute its proportionate or otherwise defined share toward discharge of any enforceable liability incurred by the EWA. 2.11.2 Dissolution. Upon dissolution of the EWA, each member agency shall receive its proportionate or otherwise defined share toward discharges of any enforceable liabilities incurred by the EWA.
2.12 Rescission or Termination. The EWA shall continue as Operator/Administrator until such time as EWA is terminated by written consent of a majority of the member agencies, evidenced by certified copies of resolutions by their governing bodies. Upon termination of the EWA and replacement with another Operator/Administrator, employees of the EWA shall become the employees of the new Operator/Administrator subject to existing employment contracts, seniority, retirement rights and any other employee benefits or rights now enjoyed by those employees.
2.13 Notices. All notices, statements, demands, requests, consents, approvals, authorizations, agreements, appointments or designations hereunder shall be given in writing and addressed to the principal office of the EWA.
2.14 Severabilitv. If any one or more of the terms, provisions, promises, covenants or conditions of this agreement shall by any extent be adjudged invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, each and all of the remaining terms, provisions, promises, covenants and conditions of this agreement shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law.
2.15 Modification of Aqreement. This agreement shall contain all of the terms and conditions made between the parties hereto and shall not be amended except by an agreement in Writing signed by all the member agencies.
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Ref: 3073.7
2.16 Succession. The provisions of this agreement shall be binding upon and shall inure to the benefit of the successors of the parties thereto.
2.17 ADDrOVal. This agreement shall be approved as of the date that all of the member agencies have approved this agreement and the Revised Basic Agreement.
IN WITNESS WHEREOF, each party hereto has pursuant to resolution duly passed and adopted by their respective governing bodies caused this Revised Establishment Document to be executed effective as of the day and year first above written.
CITY OF VISTA
BY
Attest:
City Clerk
Mayor
LEUCADIA COUNTY WATER DISTRICT
BY President
VALLECITOS WATER DISTRICT
BY President
BUENA SANITATION DISTRICT
BY President
ENCINITAS SANITARY DISTRICT
BY President
Approved as to Form:
BY EWA Counsel
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November 8, 1991
Encina Wastewater Authority 6200 Avenida Encinas Carlsbad, CA 92009
Attn: Richard W. Graff, General Manager
Re: Encina Administrative Agency Name Change
The Carlsbad City Council, at its meeting of November 5, 1991, adopted Resolution No. 91-354, approving an amendment to the Revised Establishment Document and the Revised Basic Agreement to change the name of the Encina Administrative Agency
to the Encina Wastewater Authority.
Enclosed for your records is a copy of Resolution No. 9-354, as well as a copy of the amendments to the Revised Establishment Document and Revised Basic
Agreement.
Encs.
1200 Carlsbad Village Drive l Carlsbad, California 92008-l 989 - (619) 434-2808 @
h
REVISED ESTABLISHMENT DOCUMENT FOR THE ENCINA WASTEWATER AUTHORITY
THIS AGREEMENT (hereinafter the Document, "RED1') is made and entered Revised Establishment into this day of 19-t by and among the CITY OF VISTA (hereafter VISTA), the CIT; OF CARLSBAD (hereafter CARLSBAD), the BUENA SANITATION DISTRICT (hereafter BUENA), the VALLECITOS WATER DISTRICT (hereafter LEUCADIA), and the ENCINITAS SANITARY DISTRICT (hereafter ENCINITAS), herein called the "member agencies", for the operation, maintenance, and administration of their jointly owned sewerage system.
RECITALS
WHEREAS, each of the member agencies is a public agency authorized and empowered to contract for the joint exercise of powers under the Government Code of the State of California: and
WHEREAS, each of the member agencies has the authority and power to collect, transmit, treat and dispose of wastewater and to construct and operate facilities for such purposes; and
WHEREAS, the member agencies recognize the need to operate, maintain and administer the Encina Joint System on a cooperative basis for the collection, transmission, treatment, and disposal of wastewater; and
WHEREAS, on August 1, 1988, the member agencies entered into a Joint Exercise of Powers Agreement, which this RED is to replace, pursuant to the provisions of Article 1, Chapter 5, division 7, Title 1 of the California Government Code, creating a public agency then known as the Encina Administrative Agency (now the Encina Wastewater Authority, IIEWAII) to-serve as the Operator/Administrator of the Encina Joint System; and
WHEREAS, the Joint Exercise of Powers Agreement establishing the EWA was adopted as a supplement to the "Basic Agreement" establishing the Encina Joint Powers: and
WHEREAS, the member agencies desire to revise and condense the Basic Agreement and have drafted legal documents known collectively as the Revised Basic Agreement that are to be considered concurrently with this Agreement; and
WHEREAS, the member agencies desire to (a) retain the EWA as the Operator/Administrator of the Encina Joint Powers and (b) reestablish the organization, administration, rules, and specific powers of the EWA by entering into a revised agreement, to be known as the "Revised Establishment Document" ("RED"), separate
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from the Revised Basic Agreement ("RBAI'), pursuant to Article 1, Chapter 5, Division 7, Title 1 of the California Government Code . relating to the joint exercise of powers.
NOW THEREFORE, TEE PARTIES HERETO COVENANT WITH EACH OTHER AS FOLLOWS:
Section 1. DEFINITIONS For the purposes of this RED and the RBA, the following terms shall have the meanings indicated below: 1.1 Basic Acrreement. That agreement by and among Vista; Carlsbad, Buena, Vallecitos, Leucadia, and Encinitas including all supplements and amendments thereto entered into beginning July 13, 1961.
1.2 Joint Advisorv Committee. The Joint Advisory Committee (JAC) as defined in the Revised Basic Agreement.
1.3 Joint System. The Encina Joint System as defined in the Revised Basic Agreement.
1.4 Revised Basic Aareement. That agreement by and among Vista, Carlsbad, Buena, Vallecitos, Leucadia, including all amendments thereto entered into
17, 1990 and superseding the Basic Agreement.
Section 2. TERMS
and Encinitas beginning December
2.1 Establishment of Acfencv. There is hereby established a public agency known as the Encina Wastewater Authority, herein called EWA (formerly known as the Encina Administrative Agency). For the purposes of this agreement, EWA is a public agency separate from the parties hereto, but it is the intent of these parties that EWA be subordinate to and dependent upon the member agencies in all matters.
2.2 General Duties of the EWA. The EWA shall operate, maintain, and administer the Encina Joint System utilizing funds contributed by the member agencies and grants received from the Federal and State governments.
2.3 Powers. The EWA shall have the following powers as needed to fulfil1 its duties:
2.3.1 To operate, maintain, administer and manage the Joint System, including any buildings, works or improvements comprising part of the Joint System and located either inside or outside the boundaries of the member agencies, in accordance with sound engineering and accounting practices with local, state and federal laws and regulations;
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2.3.2 To make and enter contracts in connection with the administration, management, maintenance and operation of the Joint System:
2.3.3 To employ agents. and employees to operate, maintain, administer and manage the Joint System:
2.3.4 To incur debts, liabilities or obligations in connection with the operation, maintenance, administration and management of the Joint System:
2.3.5 To sue and be sued in its own name, provided that the EWA shall not commence or intervene in any lawsuit without the approval of all of its member agencies, except pursuant to paragraph 2.3.10 hereof;
2.3.6 To acquire, hold, and dispose of such equipment as may be reasonably necessary to the property operation, maintenance, administration and management of wastewater treatment and disposal facilities;
2.3.7 To file reports associated with the operation, maintenance, administration and management of the Joint System;
2.3.8 In an emergency, to reconstruct or cause to be reconstructed such portions of the Joint system when reconstruction is immediately required to permit the Joint System to continue to function;
2.3.9 To maintain at all times with a responsible insurer or insurers sufficient insurance against loss or damage to the Joint System or portion thereof, workers' compensation insurance, and insurance against public liability and property damage:
2.3.10 To adopt industrial pretreatment regulations that comply with federal and state pretreatment regulations. The regulations shall include technically based local limits, shall be followed by each member agency, shall apply to industrial connections and groundwater cleanup sites that discharge or have the potential to discharge into the Joint System, and shall allow EWA to take enforcement action against dischargers that violate the regulation:
2.3.11 To review and amend the industrial pretreatment regulations from time to time as the need arises:
2.3.12 To implement all requirements of the . pretreatment regulations and all aspects of the Encina service area pretreatment program, including permitting, inspection, monitoring, reporting, and enforcement activities, except that industrial pretreatment permits shall be jointly issued by the
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member agency in whose jurisdiction the discharge is located and EWA;
2.3.13 To charge and bill the industrial dischargers for their respective share of the EWA's cost to implement the pretreatment regulations, including application review, permit issuance, sampling, monitoring, inspection and enforcement costs:
2.3.14 To purchase, lease or condemn real property upon such terms and conditions as approved unanimously by the member agencies:
2.3.15 To operate and maintain other facilities outside the Joint System as recommended by JAC and in accordance with EWA executed operation agreements, or as authorized in the Revised Basic Agreement, which may include budgeting responsibilities.
2.3.16 The powers enumerated herein shall be exercised subject to the restrictions upon the manner of exercising the powers of the Leucadia County Water District pursuant to the County Water District Law (Water Code S30000 et seq.).
2.4 Board of Directors. The EWA shall be administered by the governing body of the EWA which shall be known as the Board of Directors of the EWA, herein called the Board. Members of the JAC shall serve as the Board.
2.5 Officers of the Board. The Board shall elect its own officers, which shall include a Chairman, Vice-Chairman, Secretary, Treasurer, and Auditor. The Chairman and Vice- Chairman shall be members of the Board and the Secretary may, but need not, be a member of the Board.
2.5.1 Treasurer. The Treasurer shall be the treasurer of Vista and shall be the depositary and have custody of all money of the EWA from whatever sources.
2.5.2 Auditor. The Auditor shall be the auditor of Vista and shall draw all warrants to pay demands against the EWA approved by the Board of Directors.
2.5.3 Other Officers. ,The General Manager and Attorney for the EWA shall be appointed by the board. The Board shall also have the power to appoint and employ such other consultants, advisors, and independent contractors as it may deem necessary, and subject to the limits of the EWA's approved budget. The public officer, officers, or persons who have charge of, handle, or have access to any substantial property of the EWA shall file an official bond in an amount to be fixed by the Board. The General Manager shall have the power to appoint,
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c . -
promote, demote and remove employees of the EWA subject to the provisions of the personnel policy of the EWA and the EWA's approved budget.
2.6 Meetings of the Board.
2.6.1 Regular Meetings. The Board shall provide for its regular meetings; provided, however, it shall hold at least one regular meeting per month. The dates, hour, and place of the regular meetings shall be fixed by resolution, and a copy of such resolution shall be furnished to each member agency.
2.6.2 Ralph M. Brown Act. All meetings of the Board, including, without limitations, regular, adjourned regular, and special meetings, shall be called, noticed, held, and conducted in accordance with the provisions of the Ralph M. Brown Act (commencing with Section 54950 of the California Government Code).
2.6.3 Minutes. The Secretary of the EWA shall cause to be kept minutes of all meetings of the Board, and shall cause a copy of the minutes to be forwarded to each member of the Board and to each of the parties hereto.
2.6.4 Quorum and Vote. A majority of the Board or their alternates shall constitute a quorum for the transaction of business: except that less than a quorum may adjourn from time to time. The affirmative vote of a majority of a quorum shall be required for the approval of any action. However, when voting on a matter involving the treatment plant (Unit I) or the ocean outfall (Unit J), any member of the Board may call for a weighted vote. In such case, the affirmative vote of members representing a majority of the capacity of the Unit involved shall be required for the approval of any action, to be calculated as follows:
The total vote of all members of the Board shall be 100 percent. Each regularly appointed member shall have a percentage of vote equal to one-half of the percentage of capacity of the member agency he represents in the Unit involved. Where only one member is present, said member shall have a percentage of vote equal to the total percentage of capacity of the agency he represents. At any meeting where no regularly appointed member is represented, each alternative of such regularly appointed member shall have a percentage of vote equal to one-half of the percentage of capacity of the agency he represents. Provided, however, at any meeting where any agency is represented by only one alternate, said alternate shall have a percentage of vote equal to the total percentage of the capacity of the agency he represents.
2.7 Rules. The Board shall adopt rules and regulations, including a conflict of interest code and a purchasing procedure.
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The Board may, from time to time, review and revise these rules and regulations as needed.
2.8 Budaetinq. Annually, the EWA shall prepare an operation, maintenance, and administration budget (hereafter referred to as the 0 61 M budget) and a capital improvement program budget (hereafter referred to as the capital budget). The budgets shall be prepared in accordance with the RBA and generally accepted accounting principles.
2.9 Accountina and Audits.
2.9.1 Fiscal Year. The fiscal year of the EWA shall be from July 1 to June 30.
2.9.2 Accounting Procedures and Audit. Full books and accounts shall be maintained for the EWA in accordance with practices established by or consistent with those utilized by the Controller of the State of California for like public agencies. The Auditor of the EWA shall either make or contract with a certified public accountant to make an annual audit of the accounts and records of the EWA. The minimum requirements of the audit shall be those prescribed by the State Controller for special districts under Section 26909 of the California Government Code and the audit shall conform to generally accepted accounting principles. A report of the audit shall be filed as a public record with each of the member agencies and with the San Diego County Auditor within 30 days of its completion. Such report shall be filed within 12 months of the end of the fiscal year under examination.
2.10 Liabilities. Except as provided hereinabove, the debts, liabilities and obligations of the EWA shall be the debts, liabilities and obligations of the EWA alone, and not the member agencies.
2.11 Withdrawal or Dissolution. Upon withdrawal of a member from the EWA or upon dissolution of the EWA, there shall be a partial or complete distribution of assets and discharge of liabilities as follows. The distribution of assets may be made in kind or assets may be sold and the proceeds thereof distributed to a member agency at the time of withdrawal or to the member agencies at the time of dissolution: provided that, all property and rights in property assigned or transferred by any member agency to the EWA shall be reconveyed to said member agency free and clear of all encumbrances and liens of any kind.
2.11.1 Withdrawal. Upon withdrawal of any member agency from the EWA, the withdrawing member shall receive its proportionate or otherwise defined share of any assets of the EWA and shall contribute its proportionate or otherwise defined share toward discharge of any enforceable liability incurred by the EWA.
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.
.
I
2.11.2 Dissolution. Upon dissolution of the EWA, each member agency shall receive its proportionate or otherwise defined share toward.discharges of any enforceable liabilities incurred by the EWA.
2.12 Rescission or Termination. The EWA shall continue as Operator/Administrator until such time as EWA is terminated by written consent of a majority of the member agencies, evidenced by certified copies of resolutions by their governing bodies. Upon termination of the EWA and replacement with another Operator/Administrator, employees of the EWA shall become the employees of the new Operator/Administrator subject to existing employment contracts, seniority, retirement rights and any other employee benefits or rights now enjoyed by those employees.
2.13 Notices. All notices, statements, demands, requests, consents, approvals, authorizations, agreements, appointments or designations hereunder shall be given in writing and addressed to the principal office of the EWA.
2.14 Severabilitv. If any one or more of the terms, provisions, promises, covenants or conditions of this agreement shall by any extent be adjudged invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, each and all of the remaining terms, provisions, promises, covenants and conditions of this agreement shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law.
2.15 Modification of Aareement. This agreement shall contain all of the terms and conditions made between the parties hereto and shall not be amended except by an agreement in writing signed by all the member agencies.
2.16 Succession. The provisions of this agreement shall be binding upon and shall inure to the benefit of the successors of the parties thereto.
2.17 Annroval. This agreement shall be approved as of the date that all of the member agencies have approved this agreement and the Revised Basic.Agreement.
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IN WITNESS WHEREOF, each party hereto has pursuant to resolution duly passed and adopted by their respective governing bodies caused this Revised Establishment Document to be executed effective as of the day and year first above written.
CITY OF VISTA
BY
Attest:
City Clerk
Attest:
C"lty Clerk
LEUCADIA COUNTY WATER DISTRICT
.
President
VALLECITOS WATER DISTRICT
BY President
BUENA SANITATION DISTRICT
BY President
ENCINITAS SANITARY DISTRICT Approved as to form:
BY President BY EWA Counsel
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