Loading...
HomeMy WebLinkAbout1988-07-19; City Council; 9538; The Encina Administrative AgencyCIV^OF CARLSBAD — AGENDA^BILL MTQ. 7-lQ-«« DEPT. ENC. TITLE: APPROVAL OF 37TH SUPPLEMENT ESTABLISHING THE ENCINA ADMINISTRATIVE AGENCY RECOMMENDED ACTION: Staff recommends Council adopt Resolution No. ^ ° "<*tf~'/ approving the Thirty-Seventh Supplement to the Basic Agreement of the Encina Joint Powers replacing Leucadia County Water District as Operator/Administrator of the Encina Water Pollution Control Facility with the Encina Administrative Agency created through adoption of the Supplement. ITEM EXPLANATION: For some time, the Leucadia County Water District has expressed the desire to be relieved of its duties and potential liabilities as Operator/Administrator of the Encina Water Pollution Control Facility (WPCF). The proposed Thirty- Seventh Supplement creates a new Joint Powers Administrative Agency, and assigns it the duties of the Operator/Administrator. The new Agency will have no substantive budgetary or policy control powers. The Encina Administrative Agency Board of Directors will be the same as the exiting Joint Advisory Committee, whose representatives are appointed by each Joint Powers Member Agency (i.e., City Council). The new agency is expected to improve the decision-making efficiency and involve the Joint Advisory Committee more directly in the ministerial functions of the Encina WPCF. FISCAL IMPACT: Estimates indicate that the new Administrative Agency will cost an additional $35,000 per year, of which Carlsbad's share is estimated at approximately $9,000. Funds for the increased costs have been incorporated into the recently approved Encina budget. 3 EXHIBITS: 1. Encina WPCF Letter June 27, 1988 2. Thirty-Seventh Supplement to the Basic Agreement 3. Resolution No. oo~<A r7 approving the Thirty Seventh Supplement to the Basic Agreement of the Encina Joint Powers. O \ oz oo ENCINA WATER POLLUTION CONTROL FACILITY June 27, 1988 6200 Avenida Encinas Carlsbad, CA 92009-0171 Telephone (619) 438-3941 Ref: 2N.4691 TO: Technical Advisory Ccnmittee (TAG) Members SUBJECT: Encina Administrative Agency - Approval of 37th Supplement Attached is a copy of the 37th Supplement to the Basic Agreement which accomplishes two objectives: 1) Creates the Encina Administrative Agency (by reference) and; 2) Contracts with the EAA to perform those duties that Leucadia performed under the llth Supplement. Based upon comments submitted by agency attorneys and staff, this revised document was recommended by JAC for adoption by the member agencies at the June 22, 1988 meeting. Please place this Supplement on your Board/Council Agenda. A copy of the Supplement is also being forwarded to your Board/Council attorney for their information. We are targeting August 1, 1988 as the start date for the agency. The actual start date is the first day of the month following execution by the last agency. Please contact Lisa Began if your agency will not be able to consider the Supplement prior to this time. A copy of the supplement with all signature pages will be forwarded to the agency with the term 'draft1 removed after an executed original from each agency has been returned to Encina. Very truly yours, - Richard W. Graf/^ General Manager cc: Agency Attorneys Lisa Began Roy Gann BBK P&PC SERVING THE CITY Ot VISTA. CITY OF CARLSBAD, BUENA SANITATION DISTRICT. SAN MARCOS COUNTY WATER DISTRICT, LEUCADIA COUNTY WATER DISTRICT AND ENCINITAS SANITARY DISTRICT THIRTY-SEVENTH SUPPLEMENT TO THE BASIC AGREEMENT OF THE ENCINA JOINT POWERS REPLACING LEUCADIA COUNTY WATER DISTRICT WITH THE ENCINA ADMINISTRATIVE AGENCY AS THE ADMINISTRATOR AND OPERATOR OF THE ENCINA WATER POLLUTION CONTROL FACILITY 1. PARTIES AND DATES. This 37th Supplement to the Basic Agreement by and between the City of Vista, the City of Carlsbad, Buena Sanitation District, San Marcos County Water District, Leucadia County Water District and Encinitas Sanitary District is made to provide for the administration, opera- tion and maintenance of their jointly owned sewerage system. The date of this agreement is , 1988. 2. RECITALS AND DEFINITIONS. 2.1 Eleventh Supplement. On June 26, 1979, the parties entered into the Eleventh Supplement to the Basic Agreement (the "Eleventh Supplement") appointing Leucadia County Water District as the Operator/Administrator of the Encina Water Pollution Control Facility. 2.2 Joint Powers Agency. Leucadia County Water District presently desires to cease to be the Opera- tor/Administrator of the Encina Water Pollution Control Facility. The parties desire to enter into a Joint Exercise of Powers Agreement creating the Encina Administrative Agency and to transfer the functions currently performed by Leucadia County Water District to the Agency. 3. TERMS. 3.1 Operator/Administrator. The parties hereby agree that Leucadia County Water District shall cease to be the Operator/Administrator of the Joint System, and shall have no further responsibility for the administration, oper- ation, or maintenance of said system. The parties hereby adopt the Joint Exercise of Powers Agreement creating Encina Administrative Agency attached hereto as Exhibit "A", appoint the Encina Administrative Agency as the Operator/Administrator of the Joint System, and assign to the Encina Administrative Agency the same duties and responsibilities assigned to the Leucadia County Water District under the Eleventh Supplement to the Basic Agreement. 3.2 Employees. Employees of the Leucadia County Water District in its capacity as Operator/Administrator shall become the employees of the Encina Administrative Agency subject to existing employment contracts, seniority, -2- retirement rights and any other employee benefits or rights row enjoyed by those employees. CITY OF VISTA ATTEST: By: Mayor City Clerk ATTEST: CITY OF CARLSBAD By: Mayor City Clerk LEUCADIA COUNTY WATER DISTRICT By: President SAN MARCOS COUNTY WATER DISTRICT By: President BUENA SANITATION DISTRICT By: Clerk of the Board of Directors ENCINITAS SANITARY DISTRICT By: President SCS0182C -3- Tenth Draft 6/15/88 Page TABLE OF CONTENTS 1. PARTIES 2 . RECITALS 2.1. 2.2. 2.3. 2.4 2.5. 3 . TERMS 3.1. 3.2. 3.3. 3.4. 3.5. 3.6. 3.7. 3.8. 3.9. 3.10. 3.11. JOINT EXERCISE OF POWERS AGREEMENT ENCINA ADMINISTRATIVE AGENCY AND DATE AND DEFINITIONS Parties Power Need Definitions Creation of Agency Powers Effective Date Board of Directors Meetings of the Board of Directors..... Officers Rules Withdrawal or Dissolution 1 1 1 1 1 2 2 3 3 3 3 5 5 6 7 9 9 , . 11 , . 12 .«"*% 3.12. Liabilities 13 3.13. Rescission or Termination 13 3.14. Notices 13 3.15. Validity 14 3.16. Amendment 14 3.17. Successors 14 3.18. Assignment 14 3.19. Additional Documents 14 3.20. Law Governing 15 -11- SCS0214A w Tenth Draft 6/15/88 JOINT EXERCISE OF POWERS AGREEMENT CREATING ENCINA ADMINISTRATIVE AGENCY 1. PARTIES AND DATE. This agreement is made by and between the City of Vista, the City of Carlsbad, Buena Sanitation District, San Marcos County Water District, Leucadia County Water District and Encinitas Sanitary District, herein called the "member agencies," for the administration, operation and maintenance of their jointly owned sewerage system. The date of this agreement is , 1988. 2. RECITALS AND DEFINITIONS. 2.1. Parties. Each of the parties hereto is a public agency authorized and empowered to contract for the joint exercise of powers under the Government Code of the State of California. 2.2. Power. Each of the member agencies has the authority and power to collect, transmit, treat and dispose of sewage and to construct and operate facilities for such purposes. 2.3. Need. The member agencies recognize the immediate necessity to administer, operate, maintain, and manage a Joint System on a cooperative basis for the collec- tion, transmission, treatment, and disposal of sewage. 2.4 Operator/Administrator. On June 26, 1979, the member agencies appointed Leucadia County Water District as the Operator/Administrator of the Joint System to administer, operate, maintain and manage the Joint System for and on behalf of the member agencies. The member agencies desire to transfer the functions currently per- formed by Leucadia County Water District to a new joint powers agency without any change in existing arrangements or relationships between the parties. Thus, among other things, no change is being made in the ownership and control of the Joint System. 2.5. Definitions. For purposes of this agreement, the following words shall have the following definitions. 2.5.1 "Basic Agreement" shall mean that agreement by and between the City of Vista, the City of Carlsbad, Buena Sanitation District, San Marcos County Water District, Leucadia County Water District and Encinitas Sanitary District including all supplements and amendments thereto entered into beginning July 13, 1961. 2.5.2 "Joint Advisory Committee" shall mean the Joint Advisory Committee as defined in the Basic Agreement. 2.5.3 "Joint System" shall mean the Joint System as defined in the Basic Agreement. -2- 3. TERMS. 3.1. Creation of Agency. There is hereby created a public agency known as the "Encina Administrative Agency," herein called the "Agency." The Agency is formed by this agreement pursuant to the provisions of Article 1, Chapter 5, Division 7, Title 1 of the Government Code of the State of California relating to the joint exercise of powers common to public agencies. For the purposes of this agree- ment, the Agency is a public agency separate from the parties hereto, but it is the intent of these parties that the Agency be subordinate to and dependent upon the member agencies in all matters. 3.2. Purpose. The purpose of this agreement is to create a public agency to take over the administration, management, operation, and maintenance of the Joint System for the collection, transmission, treatment and disposal of sewage by carrying out duties formerly assigned to Leucadia County Water District under the Eleventh Supplement to the Basic Agreement and by utilizing funds contributed by the member agencies and grants received from the Federal and State governments. 3.3. Powers. The Agency shall have the following powers as needed to fulfill the duties assigned it by the member agencies pursuant to the Basic Agreement: 3.3.1 To administer, manage, maintain and operate the Joint System in accordance with sound engi- -3- neering practices, including any buildings, works or improvements comprising part of the Joint System and located either inside or outside the boundaries of the member agencies; 3.3.2 To make and enter contracts in connection with the administration, management, maintenance and operation of the Joint System; 3.3.3 To employ agents and employees to administer, manage, maintain and operate the Joint System; 3.3.4 To incur debts, liabilities or obligations in connection with the administration, management, maintenance and operation of the Joint System; 3.3.5 To sue and be sued in its own name, provided that the Agency shall not commence or intervene in any lawsuit without the approval of all of its member agencies; 3.3.6 To acquire, hold, and dispose of such equipment as may be reasonably necessary to the proper administration, management, operation and main- tenance of sewage treatment and disposal facilities; 3.3.7 To file reports associated with the administration, management, maintenance and operation of the Joint System; 3.3.8 In an emergency, to reconstruct or cause to be reconstructed such portions of the Joint -4- System when reconstruction is immediately required to permit the Joint System to continue to function; 3.3.9 To maintain at all times with a responsible insurer or insurers sufficient insurance against loss or damage to the Joint System or portion thereof, workmen's compensation insurance, and insurance against public liability and property damage; If there is any inconsistency between the powers delegated herein and in the Basic Agreement, the latter shall control. 3.4. Effective Date. This agreement shall become effective and the Agency shall be created on the first day of the first month following authorization of the execution of this agreement by the last of the governing bodies of the member agencies. In connection with the admission of any additional public agency after formation of the agency, each of the existing members and the prospective member or members shall execute a memorandum specifying the obligations of the prospective member for contributions toward past or present Agency expenditures. The conditions of such admission shall be governed by the Basic Agreement. 3.5. Board of Directors. This agreement and the Agency created hereby shall be administered by the governing body of the Agency which shall be known as the "Board of Directors of the Encina Administrative Agency," herein called the "Board." -5- Members of the Joint Advisory Committee shall serve as the Board. 3.6. Meetings o£ the Board of Directors. 3.6.1 Regular Meetings. The Board of Directors 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. 3.6.2 Ralph M. Brown Act. All meetings of the Board of Directors, including, without limita- tion, regular, adjourned regular, and special meetings, shall be called, noticed, held, and conducted in accor- dance with the provisions of the Ralph M. Brown Act {commencing with Section 54950 of the California Government Code). 3.6.3 Minutes. The Secretary of the Agency shall cause to be kept minutes of all meetings of the Board of Directors, and shall cause a copy of the minutes to be forwarded to each member of the Board and to each of the parties hereto. 3.6.4 Quorum and Vote. A majority of the Board of Directors 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 -6- 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 of the Joint System) or the Ocean Outfall (Unit J of the Joint System), 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 of Directors 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 party 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 presented, each alternate 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. -7- c 3.7. Officers. The Board of Directors 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 of Directors and the Secretary may, but need not, be a member of the Board of Directors. 3.7.1 Treasurer. The Treasurer of the Agency shall be the treasurer of Vista and shall be the depositary and have custody of all money of the Agency from whatever sources. 3.7.2 Auditor. The Auditor of the Agency shall be the auditor of Vista and shall draw all warrants to pay demands against the Agency approved by the Board of Directors. 3.7.3 Other Officers. The general manager and attorney for the Agency shall be appointed by the Board of Directors. The Agency Board shall also have the power to appoint and employ such other consult- ants, advisors, and independent contractors as it may deem necessary, and subject to the limits of the Agency's approved budget. The public officer, officers, or persons who have charge of, handle, or have access to any substantial property of the Agency shall file an official bond in an amount to be fixed by the Board of Directors. -8- 3.7.4 General Manager. The General Manager shall have the power to appoint, promote, demote and remove employees of the Agency subject to the provisions of the personnel policy of the Agency and the Agency's approved budget. 3.8. Rules. The Board of Directors, at its first meeting, shall adopt the rules and regulations of one of the member agencies for the conduct of the Agency's affairs. Among these rules shall be a conflict of interest code and a purchasing ordinance. The Board of Directors may, as time permits, review and revise these rules and regulations. 3.9. Estimated Budget/Contributions. 3.9.1 Adoption of Estimated Budget. No later than May 1 of each year, the Board shall prepare an estimated budget of the amount of money required to maintain and operate the Joint System during the ensuing fiscal year, and the proportionate amount to be paid by each member agency. Such estimate shall be based on the total maintenance/ administration, and operation costs during the current fiscal year as such costs are set forth in the current approved budget for the Joint System. Each party shall prepay its estimated portion of the Agency's maintenance and operation costs and shall pay its actual portion of the Agency's maintenance and operation costs as determined pursuant to the Basic Agreement. -9- 3.9.2 Approval of Estimated Budget. Each estimated budget of the Agency adopted by the Board of Directors shall be forwarded to the Joint Advisory Committee for consideration and for submission to the member agencies for approval pursuant to the Basic Agreement. The Agency's estimated budget shall be deemed effective upon the receipt by the Agency of certified copies of approving resolutions or minute orders from the governing body of each of the member agencies. Until such time as said formal approval has been received from each member agency, the estimated budget shall constitute merely a proposed budget, subject to consideration or revisions. 3.9.3 Prepaid Contributions. Quarterly on July 1, October 1, January 1, and April 1, the Agency shall bill the parties and the parties shall deposit with the Agency one fourth of the cost of administra- tion, operation, and maintenance for the following quarter as estimated pursuant to the Basic Agreement. Each member agency shall make contribution payments to the Agency promptly at the time they become due. 3.9.4 Actual Contributions. The member agencies agree to contribute from their treasuries the actual costs of the administration, operation, and maintenance of the Joint System as divided among the member agencies pursuant to the Basic Agreement. Such -10- costs shall include the actual costs of (1) all materials and supplies used or purchased for the operation and maintenance of the Joint System, (2) all contracts let by the Agency for the performance of any work incidental to providing such service, and (3) the salaries and wages of all Agency employees providing such services, including vacations and sick leave benefits, workmen's compensation, social security and retirement payments, and health insurance. Such costs of operation and maintenance shall be paid by the member agencies as determined pursuant to the Basic Agreement and shall be paid out of the funds deposited with the Agency by the member agencies; provided, however, the failure of any member agency to pay the Agency shall not relieve the other member agencies of their obligation to pay their proportionate shares of operation and mainte- nance of the Joint System. 3.10. Accounting and Audits. 3.10.1 Fiscal Year. The fiscal year of the Agency shall be from July 1 to June 30. 3.10.2 Accounting Procedures and Audit. Full books and accounts shall be maintained for the Agency 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 Agency shall either make or contract with -11- a certified public accountant to make an annual audit of the accounts and records of the Agency. 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 shall con- form to generally accepted auditing standards. 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. 3.11. Withdrawal or Dissolution. Upon withdrawal of a member from the Agency or upon dissolution of the Agency, there shall be a partial or complete distribution of assets and discharge of liabilities as follows: 3.11.1 Withdrawal. Upon withdrawal of any member agency from the Agency, the withdrawing member shall receive its proportionate or otherwise defined share of any assets of the Agency and shall contribute its proportionate or otherwise defined share toward discharge of any enforceable liabilities incurred by the Agency as the same appear on the books of the Agency. 3.11.2 Dissolution. Upon dissolution of the Agency, each member shall receive its proportionate or otherwise defined share toward discharge of any enforceable liabilities incurred by the Agency as the same appear on the books of the Agency. -12- The distribution of assets may be made in kind or assets may be sold and the proceeds thereof distributed to a member at the time of withdrawal or to the members at the time of dissolution; provided that, all property and rights in property assigned or trans- ferred by any member to the Agency shall be reconveyed to said member free and clear of all encumbrances and liens of any kind. 3.12. Liabilities. Except as provided herein- above, the debts, liabilities and obligations of the Agency shall be the debts, liabilities and obligations of the Agency alone, and not of the parties to this agreement. 3.13. Rescission or Termination. 3.13.1 Term. The Agency shall continue until this agreement is rescinded or terminated as herein provided. 3.13.2 Rescission or Termination. This agreement may be rescinded and the Agency terminated by written consent of a majority of the member agencies evidenced by a certified copy of a resolution of their governing bodies. 3.14. 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 Agency, -13- 3.15. Validity. If any one or more of the terms, provisions, promises, covenants or conditions of this agree- ment 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. 3.16. Amendment. 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 parties. 3.17. Successors. This agreement shall be binding upon and shall inure to the benefit of the successors of the parties hereto. 3.18. Assignment. The parties hereto shall not assign any rights or obligations under this agreement with- out the written consent of all other parties. 3.19. Additional Documents. The parties hereto agree upon request to execute, acknowledge and deliver all additional papers and documents necessary or desirable to carry out the intent of this agreement. -14- 3.20. Law Governing. This agreement is made in the State of California under the Constitution and laws of such state and is to be so construed. CITY OF VISTA, By: ATTEST: ATTEST: Mayor City Clerk CITY OF^fCARLSBAD, V'w&0l/sM*u*yBy: .+. . a*—-^ ALETHAL?RAUTENKRANZ, City ClWk pUKjDE A. LEvtts?Mayor LEUCADIA COUNTY WATER DISTRICT By: President BUENA SANITATION DISTRICT By: Clerk of the Board of Directors SAN MARCOS COUNTY WATER DISTRICT By: President ENCINITAS SANITARY DISTRICT By: President -15- SCS0214 1 RESOLUTION NO. 88"247 2 •* A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING THE THIRTY-SEVENTH SUPPLEMENT TO A THE BASIC AGREEMENT OF THE ENCINA JOINT POWERS ESTABLISHING THE ENCINA ADMINISTRATIVE AGENCY 5 Q WHEREAS, the Eleventh Supplement to the Basic Agreement of the Encina Joint 7 Powers dated June 26, 1979 appointed the Leucadia County Water District as 3 Operator/Administrator of the Encina Water Pollution Control Facility; and 9 WHEREAS, the Leucadia County Water District desires to cease to be the 10 Operator/Administrator of the Encina Water Pollution Control Facility; and 11 WHEREAS, the proposed Thirty-Seventh Supplement creates a new Joint Powers 12 Administrative Agency assigning it the duties of the Operator/Administrator; 13 NOW THEREFORE BE IT RESOLVED by the City Council of City of Carlsbad, 14 California, as follows: 15 1. That the above recitations are true and correct. 16 2. That the Mayor is authorized to execute the Thirty-Seventh Supplement 17 to the Basic Agreement of the Encina Joint Powers establishing the Encina 13 Administrative Agency. 19 PASSED, APPROVED AND ADOPTED at a regular meeting of the Carlsbad City 20 Council held on the 19th day of July , 1988 by the 21 following vote, to wit: 22 23 AYES: Council Members Lewis, Kulchin, Pettine, Mamaux and Larson 24 NOES: None 25 ABSENT: None 26 KTAUDE 'A. LEWIS, Mayor ATTEST: 28 ALETHA L. RAUTENKRANZ, City Clei}k (SEAL)