HomeMy WebLinkAbout1990-11-20; City Council; 10919; Revised Basic Agreement and Revised Establishment Document for Encina Joint Powers AgencyCARLSBAD — AGEND >LL
11-20-90
DEPT.ENG
TITLE:REVISED BASIC AGREEMENT AND
REVISED ESTABLISHMENT DOCUMENT FOR
ENCINA JOINT POWERS AGENCY
RECOMMENDED ACTION:
Council approve Resolution authorizing the Mayor to execute the Revised
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Basic Agreement for ownership, operation and maintenance of the Encina Basin Joint
Sewage System and the Revised Establishment Document for the Encina Administrative
Agency.
ITEM EXPLANATION:
For a number of years the Encina Joint Advisory Committee (JAC) through its Technical
Advisory Committee (TAG) has been working on a consolidation, update and streamlining
of the Encina Basic Agreement. The attached documents are the product of those efforts.
Revision primarily involves deletion of obsolete provisions related to past plant expansions,
boundary adjustment and other superseded items. The intent has been to establish a
concise document that in the future will be revised rather than supplemented as in the past.
Future expansions, land acquisition and facility operations will be accomplished by specific
separate agreements, leaving the basic document to deal with normal operational issues.
Significant changes in the document include:
1 . Trunk line and pump stations jointly owned by Vista and Carlsbad have been deleted
from the Joint System definitions. Encina WPCF retains the obligation for
maintenance of the Buena Vista and Aqua Hedionda Pump Stations. New
maintenance obligation will be established by separate agreement.
2. Section 9 dealing with Capacity rights has been greatly expanded to detail penalties
and charges for capacity infringements and establishment of a five percent (5%)
capacity pooling program.
3. Continuous capacity monitoring and report of flow commitments are required.
4. The budget has been divided between operations and capital improvements to allow
separate approvals with a unanimous vote by the agencies.
5. A new Service Area map is being approved with minor adjustments to the Vallecitos
and Buena Sanitation District boundaries. No revisions are proposed for Carlsbad.
Each agency has the right to provide service within the service area and to lands annexed
into their service boundary. Service outside of the service area, City or District will require
unanimous approval of the member agencies.
FISCAL IMPACT:
None
EXHIBITS
1 . Resolution No.
2. y Revised Basic Agreement
3. i Revised Establishment Document
4. Exhibit A to Revised Basic Agreement is on file with the City Clerk.
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RESOLUTION NO. 90-412
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF CARLSBAD, CALIFORNIA, AUTHORIZING
THE MAYOR TO EXECUTE THE REVISED BASIC
AGREEMENT FOR THE ENCINA BASIN JOINT
SEWAGE SYSTEM AND THE REVISED
ESTABLISHMENT DOCUMENT FOR THE ENCINA
JOINT POWERS AGENCY.
WHEREAS, the City of Carlsbad is party to the Encina Joint Powers Basic Agreement
entered into on July 13, 1961 for the acquisition, construction, ownership, operation and
maintenance of the Encina Joint Sewer System; and
WHEREAS, the Basic Agreement and the Establishment Document for the Encina
Administrative Agency have been revised to provide more concise documents for the agency to
operate under;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, as
follows:
1. That the above recitations are true and correct.
2. That the Mayor is hereby authorized to execute the Revised Basic Agreement for
the Encina Basin Joint Sewage System and the Revised Establishment Document for the Encina
Joint Power Agency.
PASSED, APPROVED AND ADOPTED at a regular meeting of the Carlsbad City Council
held on the 20th day of Nov. , 1990 by the following vote, to wit:
AYES: Council Members Lewis, Larson, Mamaux and Pettine
NOES: None
ABSENT: Council Me
ATTEST:
, Mayor
ALETHA L RAUTENKRANZ, City Clerk
(SEAL)
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REVISED BASIC AGREEMENT
FOR OWNERSHIP, OPERATION
AND MAINTENANCE OF A JOINT SEWAGE SYSTEM.
Ref: 9039
THIS AGREEMENT (hereinafter referred to as the Revised Basic
Agreement) , is made and entered into this day of
, 1990, by and among the CITY OF VISTA, a general
law city (hereafter VISTA) , the CITY OF CARLSBAD, a general law
city (hereafter CARLSBAD), the BUENA SANITATION DISTRICT, a County
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, a Sanitary District
(hereafter ENCINITAS).
RECITALS
WHEREAS, the parties hereto are responsible for providing
sewage collection, transmission, treatment and disposal services
in their respective service areas and are authorized to contract
with other parties for the provision of such services: and
WHEREAS, on July 13, 1961, VISTA and CARLSBAD entered into a
Basic Agreement pursuant to Chapter 5 of Division 7 of Title 1 of
the California Government Code to acquire, construct and operate
a Joint Sewer System; and
WHEREAS, the Basic Agreement provided that other municipal
corporations and public districts or agencies may become parties
to the Basic Agreement, thereby becoming members of the Encina
Joint Powers; and
WHEREAS, on January 6, 1964, BUENA became a member of the
Encina Joint Powers and acquired certain interests and capacity
rights in the Joint System; and
WHEREAS, on March 22, 1965, VALLECITOS (then San Marcos)
became a member of the Encina Joint Powers and acquired certain
interests and capacity rights in the Joint System; and
WHEREAS, on August 17, 1971, LEUCADIA and ENCINITAS became
members of the Encina Joint Powers and acquired certain interests
and capacity rights in the Joint System; and
WHEREAS, it is the desire of the parties hereto to
(a) continue functioning as the Encina Joint Powers and (b) modify
and condense the enabling legal documents for the Joint Powers by
entering into a Revised Basic Agreement pursuant to Article 1,
Chapter 5, Division 7, Title 1 of California Government Code
relating to the joint exercise of powers, for the purposes of
planning, designing, owning, operating, and maintaining a joint
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sewer system and concurrently reestablishing, by separate
agreement, the Encina Adminstrative Agency.
NOW THEREFORE, THE PARTIES HERETO COVENANT WITH EACH OTHER AS
FOLLOWS:
Section 1 DEFINITIONS
For the purposes of this agreement the following terms shall
have the meanings indicated:
1.1 Joint Advisory Committee fJAC). A committee
composed of representatives of the member agencies that advises
both the member agencies and the Operator/Administrator on issues
relating to the Joint System.
1.2 Joint System. The Encina Water Pollution Control
Facility (Unit I) and the Encina Ocean Outfall (Unit J), including
all related land, rights of way, and appurtenances.
1.3 Member Agencies. The six members of the Encina
Administrative Agency: Vista, Carlsbad, Buena, Vallecitos,
Leucadia, and Encinitas.
1.4 Operator/Administrator. The public agency
designated by the member agencies as being responsible for
operating, maintaining, and administering the Encina Joint System.
Since August 1, 1988, the Operator/Administrator has been the
Encina Administrative Agency.
Section 2 JOINT PARTICIPATION
The member agencies shall participate jointly in the planning,
design, acquisition, construction, ownership, operation,
maintenance and use of the Joint System (including any future
expansions thereof), and shall pay for such activities as
hereinafter specified.
Section 3 AREA TO BE SERVED BY THE JOINT SYSTEM
3.1 Existing Service Area. The area to be served by
the Joint System in shown on Exhibit A, which is attached hereto
and made a part of this Revised Basic Agreement by reference.
Areas lying outside a member agency's legal boundary but inside
that member agency's Exhibit A service area may be served by the
member agency, providing the member agency provides assurance in
the form of a legally binding agreement that these discharges will
meet all applicable rules and regulations. Any wastewater received
from outside a member agency's legal boundary pursuant to such
agreement shall be regarded as the wastewater of the member agency
for the purposes of billing, capacity, and source control.
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3.2 Revisions to the Service Area. Areas lying outside
the Exhibit A service areas of the member agencies may be served,
provided such areas are annexed by a member agency. Notification
of such annexations must be made in writing to the Joint Advisory
Committee so that Exhibit A can be modified as appropriate. Member
agencies can also request alteration of their Exhibit A service
areas; such modifications must be approved in writing by all member
agencies, as evidenced by receipt of resolutions from the governing
bodies of all member agencies. Member agencies whose Exhibit A
service areas are enlarged shall be responsible for providing
adequate capacity.
3 .3 Prohibition on Discharges from Outside the Exhibit A
Service Area. Each member agency agrees that it will neither
permit nor knowingly countenance the use of the Joint System,
directly or indirectly, for the disposal of wastewater originating
outside of its legal boundary except in the above manner, extent
and conditions.
Section 4 ENLARGEMENT OF THE JOINT SYSTEM
Any member agency having first obtained the consent of
Carlsbad and Vista, may at its sole cost and expense enlarge any
portion of the Joint System in which it is the owner of capacity
rights and any increased capacity in such unit or portion resulting
from such enlargement shall belong to the member agency paying the
cost and expense thereof. No member agency shall unreasonably
withhold consent to such enlargement. Any such enlargement shall
be constructed in accordance with plans and specifications approved
by Carlsbad and Vista.
Section 5 PROTECTION OF THE JOINT SYSTEM/SOURCE
CONTROL
5.1 Protection of the Joint System. The Joint System
shall not be used by any member agency for any purpose other than
the conveyance, treatment or disposal of wastewater which shall be
construed to mean domestic sewage and trade wastewaters. Each
member agency shall adopt and enforce ordinances, resolutions,
rules and regulations, concerning the type and condition of
wastewater permitted to be discharged into the sewers under its
control and shall prohibit the discharge of any wastewater which
would be detrimental to the Joint System. Such ordinances,
resolutions, rules and regulations shall reflect the applicable
federal and state statutes and regulations and shall be consistent
with the Operator/Administrator's industrial pretreatment
regulations.
5.2 Prohibitions. No member agency shall allow
excessive infiltration of any surface or storm waters to be
discharged directly or indirectly into the Joint System. No member
agency shall allow cooling water or other unpolluted industrial
wastewater to be discharged directly or indirectly into the Joint
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System without the consent of all other member agencies. No member
agency shall authorize a discharge from any groundwater cleanup
site unless the discharge is authorized in advance by the
Operator/Administrator.
Section 6 CAPACITY AND USE OP CAPACITY (CAPACITY
INFRINGEMENT)
Each member agency shall own and enjoy a perpetual right to
use its Joint System capacity in the proportions set forth
immediately below herein. No member agency shall in any way grant,
encumber, limit or restrict its interest in any part of the Joint
System for any purpose other than the treatment and disposal of
wastewater, or use the Joint System or any part thereof to a
greater percentage than its capacity rights, except as set forth
in Sections 9.4 and 9.5, without the prior written consent of the
other member agencies, provided that no such excessive use without
written consent shall be construed as a waiver of capacity rights
by any member agency.
Section 7 CAPACITY MONITORING
Each member agency shall participate in a joint flow metering
system, operated and administered by the Operator/Administrator,
and facilitate such measurements of flow into the Joint System as
needed for billing purposes and to verify that each agency is
within its capacity rights. This metering system shall be
maintained according to a separate agreement executed by the
Operator/Administrator and the member agencies.
Section 8 ACQUISITION/SALE OF EXCESS CAPACITY
In the event that any member agency hereafter requires
additional capacity in the Joint System and capacity is available
from another member agency, the capacity may be licensed, leased
or purchased as necessary. Such lease or purchase shall be on
terms as are hereafter agreed upon by the member agencies involved.
In the event an inter-agency capacity agreement is adopted, the
Joint Advisory Committee shall be notified in writing. Licensing,
lease or purchase shall be subject to the terms and conditions
established in Sections 9.4 and 9.5.
Section 9 CAPACITY RIGHTS IN UNITS
9.1 Existing Capacity. Subject to Section 9.2 hereof,
until the completion of Phase IV construction, the capacity rights
shall be as follows:
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Unit I
MGD — %
Unit J
MGD — %
VISTA
CARLSBAD
LEUCADIA
VALLECITOS
BUENA
ENCINITAS
TOTAL
6.75
5.72
3.75
4.00
1.03
,25
22.5
30.00
25.40
16.67
17.78
4.59
5.56
100.00
5.97
8.15
4.98
05
16
20
5,
3,
2,
29.51
20.22
27.61
16.89
17.12
10.71
7.45
100.00
Capacity rights in Unit I (Treatment Plant) are based on
average daily flow at full secondary treatment. Capacity rights
in Unit J (Ocean Outfall) are based on average daily flow to the
outfall. This capacity rating assumes that the wet weather peaking
factor on the flows to Unit J (including treated flows from Unit I
and reclamation failsafe flows) shall continue to be less than
2.00, and all the member agencies agree to make good faith efforts
to ensure that the wet weather peaking factor on the flows to
Unit "J" remains below 2.00.
9.2 ALLOCATION OF INTERIM OWNERSHIP AND CAPACITY IN
UNIT I
Interim Unit I (Liquid and Solids) ownerships as of July 1,
1990 during construction of Phase IV and based on 50% completion,
shall be as follows:
AGENCY
VISTA
CARLSBAD
BUENA
VALLECITOS
LEUCADIA
ENCINITAS
TOTAL
LIQUID
CAPACITY (MGD)
6.39
6.23
1.33
4.72
4.44
1.29
24.40
OWNERSHIP %
26.18
25.53
5.44
19.36
18.21
5.28
100
SOLIDS
CAPACITY fMGDl
7.14
6.94
1.93
5.25
5.21
1.44
27.90
OWNERSHIP
25.59
24.86
6.92
18.81
18.67
5.15
100
9.3 Post Phase IV Construction Capacity.Upon
completion of Phase IV construction, capacity rights shall be as
follows:
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Unit I
Liquid
MGD — %
Solids
MGD —
Unit J
Disposal
MGD — %
VISTA:
CARLSBAD:
BUENA:
VALLECITOS:
LEUCADIA:
ENCINITAS:
TOTAL
8.05
9.24
2.26
7.54
7.11
1.80
22.36
25.67
6.28
20.94
19.75
5.00
8.05
9.24
3.51
7.54
7.86
1.80
21.18
24.32
9.24
19.84
20.68
4.74
8.05
9.24
3.51
7.54
7.86
1.80
21.18
24.32
9.24
19.84
20.68
4.74
36.0 100.00 38.0 100.00 38.0 100.00
The total disposal capacity of Unit J shall be 38.0 MGD average
daily flow. This capacity rating assumes that the wet weather
peaking factor on the flows to Unit J shall continue to be less
than 2.13, and all the parties hereto agree to make good faith
efforts to ensure that the wet weather peaking factor on the flows
to Unit J remains below 2.13.
9.4 Interim Capacity Infringement. During the period
of interim Unit I ownership and capacity allocations prior to Phase
IV completion, as described in Section 9.2 above, the Member
Agencies agree that when any Member Agency's Unit I flows exceed
its interim capacity allocation for the treatment of solids,
liquids, or both, for any continuous three-month period, such
Member Agency shall purchase temporary capacity equal to such
excess from all of the Member Agencies with such unused capacity
rights on a pro rata basis. Such flows shall be based on measured
(ADS) flows, to the maximum extent feasible. The use of capacity
on a temporary basis shall be paid for based upon the August 1988
Capacity Management Report calculation allocating 50 percent of the
value of the available capacity to the treatment of solids and 50
percent to the treatment of liquids, for a total value of $72,500
per mgd per year.
9.5 Post Phase IV Capacity Infringement. Following
Phase IV completion, the member agencies agree to make available
up to 5 percent of their respective shares of Encina's total
capacities, as set forth in Section 9.3, through a reserve capacity
pool, in accordance with the following terms and conditions:
a. Flow Calculation. For the purposes of calculating
payments due for licensing under this section, flows shall be based
on measured (ADS) flows, to the maximum extent feasible. Solids
loading flows shall be based on the total flow originating within
each member agency. Voting rights, as described in Section 12
shall be in no way affected by temporary use of reserve capacity
under this section. Total Reserve Capacity is the total capacity
shown in paragraph (g), below.
b. Monitoring of Capacity Demand. Each agency shall provide
monthly reports to EAA regarding future capacity committed, based
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V...V*
upon its acceptance of applications for or issuance of any building
permits, letters of availability, certificates or other
entitlements for use which represent that sewer capacity is
available to the applicant or project, or which enforceably or
practically commit the agency to provide future sewer service.
Reports shall be submitted in such form as the Board of EAA may
require. Before the measured and committed flows reach 75% of
Encina's total capacity (per Section 9.3), the EAA shall initiate
a program to ensure adequate capacity to meet projected needs.
c. Excess Use a Trespass. Any use of capacity in excess of
95% of their respective share of Encina's total capacity (per
Section 9.3) plus 50% of the Total Reserve Capacity, or otherwise
in violation of this section, shall be considered a trespass. At
the request of any member agency, EAA shall, and is hereby
authorized to specifically enforce the terms of this section
(Section 9.5) against a member agency or agencies on behalf of the
remaining member agencies, including through commencement of a
proceeding at law or equity. The parties agree that specific
enforcement is a proper remedy in that payment of damages is not
an adequate remedy for the potential losses to any member agency
resulting from the loss of capacity. For example, replacement of
capacity may be impractical and the consequences for the economic
development of the members are not readily subject to
quantification. Each member agency hereby consents to the
commencement of such action or actions by EAA, and waives any right
it may have to further approval of such actions under the joint
powers agreement creating and establishing EAA. In addition to any
injunctive relief, EAA may seek consequential damages on behalf of
the remaining member agencies. In any such action, the prevailing
party shall be entitled to attorney's fees and costs.
d. Indemnity and Hold Harmless. In addition to payment
of the amount specified herein, each agency agrees to indemnify,
defend and hold harmless the EAA and the other member agencies for
any claim, demand, cost, penalty, fine or damage (including
reasonable attorney's fees and costs of investigation), arising out
of its violation of this section, whether resulting from the
agency's active or passive, negligent or intentional act or failure
to act to prevent a violation, and notwithstanding the active or
passive neglience of those member agencies which are in compliance
with the provisions of this section.
e. License Payments. When any member agency's flows exceed
100% of its capacity allocation for the treatment of solids, and/or
treatment and/or disposal of liquids, for any continuous three-
month period, such member agency shall pay for the use of such
capacity from the reserve capacity pool in accord with the schedule
of values, as adjusted each July 1 (commencing in July 1991) by
updating the facility spreadsheet to include any additional and
changed capital project costs, and to reflect the current ENRLA
construction cost index, as follows:
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(1) Any portion of reserve up to 50% of Total Reserve
Capacity:
$ 84,300 per MGD of Unit I liquid capacity per year
$133,500 per MGD of Unit I solids capacity per year
$ 36,000 per MGD of Unit J capacity per year
(2) The use of reserve amounts over 50% of Total Reserve
Capacity shall be a violation of this section. In addition to any
other remedy provided herein, or available to EAA or the member
agencies, an agency shall pay for such use:
$140,500 per MGD of Unit I liquid capacity per year
$222,500 per MGD of Unit I solids capacity per year
$ 60,000 per MGD of Unit J capacity per year
Payments to member agencies with unused reserve shall be made
annually. Payments from member agencies shall be made quarterly
to the EAA and held in a special account.
f. Restrictions on Use Over 40% of Reserve. If at any
time any agency shall have enforceably or practically committed to
provide future sewer service which, when added to its then existing
actual flows, equals 95% of its allocated capacity (per Section
9.3) plus 40% of the Total Reserve Capacity, such agency shall:
1. Immediately halt the acceptance or issuance of any
building permits, letters of availability, certificates or other
entitlements for use which represent that sewer capacity is the
agency to provide future sewer service.
2. Immediately inform EAA, in writing, that it has
reached this threshold, of the actions it has taken to implement
(e) (1) above, and of its intention to present a plan to EAA, within
30 days, for capacity management to prevent the agency from
exceeding use of 50% of the Total Reserve Capacity.
g. Reserve Capacity. Upon completion of
construction, reserve capacity shall be as follows:
Unit I
Liquid
MGD — %
Solids
MGD — %
Phase
Unit J
Disposal
MGD — %
IV
VISTA: .40 22.36
CARLSBAD: .46 25.67
BUENA: .11 6.28
VALLECITOS: .38 20.94
LEUCADIA: .36 19.75
ENCINITAS: .09 5.00
.40
.46
.18
.38
.39
.09
21.18
24.32
9.24
19.84
20.68
4.74
,40
,46
,18
,38
,39
,09
21.18
24.32
9.24
19.84
20.68
4.74
TOTAL RESERVE 1.8 100.00 1.9 100.00 1.9 100.00
10/12/90
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h. Sole Method of Allocation. No agency shall provide
capacity to any other member agency except pursuant to this section
without the unanimous consent of the member agencies; provided that
an agency may agree to provide additional capacity on a temporary
basis to an agency which has used the maximum reserve capacity
authorized by this section if: (1) such arrangement provides for
payments at rates not less that the maximum reserve capacity rate
per paragraph (e)(2), above; and (2) the capacity so provided does
not reduce the Total Reserve Capacity available.
Section 10 DEFINITION OF PHASE IV COMPLETION
For purposes of Phase IV capacity allocated under Section 9,
"completion" is defined as the time when the entire additional
treatment train is available for use in compliance with regulatory
permits (NPDES APCD, etc.) and the Western Summit/TIC construction
contract.
Section 11 CAPACITY RIGHTS FOR RECLAMATION
11.1 Future Reclamation. Any member agency, at its
own expense, may, and shall have the right to, reclaim water from
any wastewater in the Joint System which emanates within the
jurisdiction of the respective member agency. And, subject to the
following limitations, each member agency shall have the right to
install facilities for the reclamation of water from wastewater.
Any proposed reclamation shall require the approval of all the
member agencies in the event that the proposed reclamation facility
is designed and/or constructed such that (i) any solids or non-
treated effluent from any such facility may be discharged into
Unit I of the Joint System and/or (ii) any reclaimed water may be
discharged into Unit J of the Joint System. Such approval shall
not be withheld unless the use of the proposed reclamation facility
would adversely affect one or more of the member agencies and the
reclaimer cannot reasonably mitigate the adverse impact. Nothing
in this section shall be construed so as to require approval by the
member agencies as to the geographic location of a reclamation
facility constructed solely within the boundaries of any member
agency.
11.2 Existing Reclamation. Section 11.1 above
pertains to all future reclamation facilities. Currently
constructed facilities may be operated to their capacity without
further action by owners. The current reclamation facilities and
capacities are as follows:
RECLAMATION
ENTITY FACILITY CAPACITY
CARLSBAD Calavera Hills 1.20 MGD
LEUCADIA Gafner 0.75 MGD
VALLECITOS Meadowlark 2.00 MGD
BUENA Shadowridge 1.16 MGD
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Section 12 JOINT ADVISORY COMMITTEE
The member agencies have created a Joint Advisory Committee
(JAC) to advise the member agencies and the Operator/
Administrator. JAC shall continue in this advisory role.
12.1 Powers. Recommendations of JAC shall be advisory
only. The JAC shall have the following responsibilities:
12.1.1 To review the operation and maintenance of the
Joint System, including the cost thereof, and make reports and
recommendations to the governing bodies of the member agencies;
12.1.2 To review and make recommendations regarding
proposed expansion, enlargements or modifications of the Joint
System to the governing bodies of the member agencies; and
12.1.3 To review and make recommendations regarding
contracts, budget matters, regulations, policies, permits and other
documents and issues as appropriate to the Operator/Administrator.
Each report and recommendation of the JAC permitted by this Section
shall be considered as having been made by all the member agencies
when made to the Operator/ Administrator and made in accordance
with the voting rights and percentages set forth below in Section
12.4.4.
12.2 Representation on JAC. JAC shall be constituted
by two appointed representatives from each member agency, with one
alternate for each appointed representative. JAC representatives
may, but need not, be members of the governing bodies of the member
agencies.
12.3 Officers of JAC. JAC shall elect its own
officers, which shall include a Chairman, Vice-chairman, and
Secretary. The Chairman and Vice-chairman shall be JAC
representatives and the Secretary may, but need not, be a JAC
representative.
12.4 Meetings of the JAC.
12.4.1 Regular Meetings. The JAC 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 established by JAC.
12.4.2 Ralph M. Brown Act. All meetings of the
JAC, 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).
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12.4.3 Minutes. The JAC Secretary shall cause
to be kept minutes of all meetings of the JAC, and shall cause a
copy of the minutes to be forwarded to each JAC representative.
12.4.4 Vote. The total vote of all members of
the JAC shall equal 100%. When voting on a matter involving the
Treatment Plant (Unit I) or the Ocean Outfall (Unit J), each JAC
representative's percentage vote shall equal one-half of the
percentage of that unit's capacity owned by the representative's
agency. If only one of an agency's representatives is present,
this representative's percentage vote shall equal the total
percentage of that unit's capacity owned by the representative's
agency. If both representatives are absent, each alternate shall
have a percentage vote equal to one-half of the percentage capacity
of the alternate's member agency; provided, however, at any JAC
meeting where any member agency is represented by only one
alternate, the alternate shall have a percentage of vote equal to
the total percentage of the capacity of the agency he/she
represents.
12.5 Rules. JAC shall adopt rules and regulations
for the place, time and conduct of JAC meetings.
12.6 Payment for Attendance. The Operator/
Administrator (or, if requested by the appointing member agency,
that member agency as to its representatives) shall pay each
representative (or alternate who attends a meeting by reason of
the absence of a representative) an attendance fee of twenty-five
($25.00) for each JAC meeting, provided that such payment does not
exceed fifty dollars ($50) per calendar month. Attendance fees
shall be paid monthly.
12.7 Assistance from the Operator/Administrator. The
Operator/Administrator shall provide supplies and clerical and
secretarial help for JAC. The cost of such supplies and assistance
shall be considered part of the expense of operating and
maintaining the Joint System.
Section 13 OPERATOR/ADMINISTRATOR
The Joint System shall be maintained and operated by any one
of the parties hereto, or by another Public Agency, which party or
other public agency shall be known as the Operator/ Administrator.
13.1 General Duties.
13.1.1 Joint System. The Operator/Administrator
shall maintain and operate the Joint System, and shall preserve it
in good repair and working order, all in accordance with recognized
sound engineering and accounting practices and local, state, and
federal laws and regulations.
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13.1.2 Pump Stations. The Operator/
Administrator also shall operate and maintain, at the expense of
the Cities of Vista and Carlsbad, the Agua Hedionda and Buena Vista
Pump Stations (formerly Units B and C of the Joint System) within
an annual budget prepared by the Operator/Administrator and
approved by Vista and Carlsbad.
13.1.3 Other Facilities. The Operator/
Administrator shall have the authority to operate and maintain
other facilities outside the Joint System as recommended
unanimously by JAC and in accordance with Operator/Administrator
executed operation agreements, which may include budgeting
responsibilities.
13.2 Designation and Specific Powers. Effective
August 1, 1988, the member agencies created a public agency known
as the Encina Administrative Agency (EAA) to serve as the
Operator/Administrator of the Encina Joint System. The EAA shall
continue to serve as the Operator/Administrator until such time as
EAA is terminated by written consent of a majority of the member
agencies, evidenced by certified copies of resolutions by their
governing bodies. The organization, administration, rules, and
specific powers of the EAA shall be as set forth in the Revised
Establishment Document establishing the EAA. Upon termination of
the EAA and replacement with another Operator/Administrator,
employees of the EAA 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.
Section 14 BUDGETING AND ACCOUNTING
14.1 Annual Budgets. Annually, the Operator/
Administrator 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 generally accepted accounting principles.
14.1.1 Preparation of Estimated O & M Budget.
No later than May 1 of each year, the Operator/Administrator shall
prepare an estimated budget of the (a) amount of money required to
operate, maintain and administer the Joint System during the
ensuing fiscal year, and (b) the proportionate amount to be paid
by each member agency. Such estimate shall be based on the total
operation, maintenance, and administration costs during the current
fiscal year as such costs are set forth in the current approved
budget for the Joint System.
14.1.2 Approval of Estimated 0 & M Budget. Each
estimated 0 & M budget adopted by the Operator/Administrator shall
be forwarded to the JAC for consideration and for submission to the
member agencies for approval. The Operator/Administrator's
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estimated O & M budget shall be deemed effective upon unanimous
approval by the member agencies and upon the receipt by the
Operator/Administrator of certified copies of approving resolutions
or minute orders from the governing bodies of each of the member
agencies. Until such time as formal approval has been received
from each member agency, the estimated O & M budget shall
constitute merely a proposed budget, subject to consideration or
revisions. The 0 & M budget shall be considered separately from
the capital budget and may be approved independently. In the event
a proposed budget is not approved, the Operator/Administrator shall
continue to operate using the O & M budget figures from the
previous fiscal year.
14.1.3 Prepaid 0 & M Contributions. Each member
agency shall prepay its estimated portion of the budgeted
operation, maintenance, and administration costs and shall pay its
actual portion of the costs as determined pursuant to Section 16
of this Revised Basic Agreement. Quarterly on July 1, October 1,
January 1, and April 1, the Operator/Administrator shall bill the
member agencies and the member agencies shall deposit with the
Operator/Administrator one fourth of the annual cost of operation,
maintenance, and administration for the following quarter as
estimated in Section 16. Provided, however, the last invoice for
each fiscal year may be increased or decreased to adjust the
estimated amount payable based upon the estimated total expenses
for the full year and the estimated total amount and strength of
wastewater received from each member agency. In the event that at
the end of any fiscal year the amount paid by a member agency
exceeds the amount that should have been charged, the excess shall
be credited to the member agency the following fiscal year. In
case of an underpayment, the member agency shall be billed by the
Operator/Administrator and shall pay for the deficiency within 15
days.
Each member agency shall make quarterly contribution payments to
the Operator/Administrator promptly at the time they become due.
14.1.4 Actual 0 & M Contributions. The member
agencies agree to contribute from their treasuries the actual
annual costs of the Joint System as divided among the member
agencies pursuant to Section 17 of this Revised Basic Agreement.
Such costs shall include the actual costs of (1) all materials and
supplies used or purchased for the operation, maintenance, or
administration of the Joint System, (2) all contracts let by the
Operator/Administrator for the performance of budgeted O & M work,
and (3) the salaries and wages of all Operator/ Administrator
employees providing such services, including vacations and sick
leave benefits, workers' compensation, social security and
retirement payments, and health insurance. Such costs shall be
paid out of the funds deposited with the Operator/Administrator by
the member agencies; provided however, the failure of any member
agency to pay the Operator/Administrator shall not relieve the
other member agencies of their obligation to pay their
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proportionate shares of operation, maintenance, and administration
of the Joint System.
14.1.5 Preparation of Estimated Capital Budget.
No later than May 1 of each year, the Operator/Administrator shall
prepare an estimated budget of the amount of money required for
capital improvement projects during each of the next five fiscal
years and over the next twenty years. The estimated capital budget
shall show the estimated amount to be paid by each member agency.
Such estimate shall be based on existing and/or projected ownership
as appropriate.
14.1.6 Approval of Estimated Capital Budget.
Each estimated capital budget adopted by the Operator/Admini-
strator shall be forwarded to the JAC for consideration and for
submittal to the member agencies for approval. The Operator/
Administrator's estimated capital budget shall be deemed effective
upon unanimous approval by the member agencies and upon the receipt
by the Operator/Administrator of certified copies of approving
resolutions or minute orders from the governing bodies of each of
the member agencies. Until such time as formal approval has been
received from each member agency, the estimated capital budget
shall constitute merely a proposed budget, subject to consideration
or revisions. The capital budget shall be considered separately
from the O & M budget and may be approved independently.
14.1.7 Prepaid Capital Contributions. Each
member agency shall prepay its actual portion of the capital costs
except as noted in Section 18 of this Revised Basic Agreement.
Quarterly on July 1, October 1, January 1, and April 1, the
Operator/Administrator shall bill the member agencies and the
member agencies shall deposit with the Operator/Administrator one
fourth of the actual estimated capital costs except as otherwise
specified in Section 18. Any capital funds remaining at the end
of the fiscal year shall be retained and credited toward the member
agencies for the following fiscal year.
Each member agency shall make quarterly contribution payments to
the Operator/Administrator promptly at the time they become due.
14.1.8 Actual Capital Contributions. The member
agencies agree to contribute their actual capital costs pursuant
to Section 18 of this Revised Basic Agreement. Such costs shall
include the actual costs of (1) all materials and supplies used or
purchased for capital improvement of the Joint System and (2) all
contracts let by the Operator/Administrator for the performance of
capital improvement projects. Provided however, the failure of any
member agency to pay the Operator/ Administrator shall not relieve
the other member agencies of their obligation to pay their
proportionate shares of the capital expenses of the Joint System.
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n
Section 15 ASSISTANCE TO OPERATOR/ADMINISTRATOR
When requested by the Operator/Administrator, the Joint Powers
shall provide assistance, and make recommendations to said
Operator/Administrator relative to all services and duties it is
to perform under the terms of this Revised Basic Agreement.
Section 16 RIGHTS OF WAY AND LAND ACQUISITIONS
The Operator/Administrator and/or any of the member agencies
may, as agreed upon in writing by all the member agencies, act on
behalf of the member agencies in acquiring lands and rights of way
necessary for the operation, maintenance, ownership, and use of the
Joint System.
Section 17 PAYMENT OF OPERATION AND MAINTENANCE EXPENSES
17.1 Allocation of Expenses. All operation,
maintenance, and administration expenses for Units I and J of the
Joint System, hereafter referred to as O & M expenses, shall be
paid by each member agency based on each member agency's percentage
of ownership and usage in these units. For the purposes of this
section the following definitions shall apply: "usage" shall mean
the costs for power, chemicals, maintenance, and other sewage
treatment, solids handling and disposal processes which result from
wastewater entering Unit I or Unit J; "ownership" shall mean the
costs for insurance, administration expenses, laboratory expenses,
plant operations, services, and maintenance, and other wastewater
collection and treatment, solids handling and effluent disposal
costs which are incurred irrespective of the amount of wastewater
which enters Unit I or Unit J.
17.2 Payment Schedule. Each member agency shall pay
its proportionate share of the operation, maintenance and
administration expenses in accordance with Section 13.1 of this
Revised Basic Agreement.
17.3 Revenue from By-Products. Any revenue received
from the sale of fertilizer or other by-products arising out of
the operation of the Joint System shall be apportioned to each
member agency in the same proportion as their share of the 0 & M
expenses for the Joint System in the year in which the revenue is
received.
Section 18 PAYMENT OF CAPITAL EXPENSES
18.1 Allocation of Expenses. Unless otherwise
specified herein, capital expenses shall be allocated based on
existing or projected Unit I or Unit J ownership as appropriate.
Exceptions are as follows:
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18.1.1 Phase IV Expansion. Phase IV capacity
and costs are allocated according to the methodology shown in
Exhibit B, attached hereto and made part of this Revised Basic
Agreement by reference.
18.1.2 Joint Flow Metering System. Each member
agency is responsible for the capital expenses of meters and
monitors serving its respective service area. Capital expenses
for the monitors serving the entire Exhibit A service area shall
be paid on the basis of Unit J flow.
18.1.3 Encina Sewage Solids Management Program.
All expenses shall be allocated in accordance with the terms of a
separate agreement to be adopted unanimously by the member
agencies.
18.1.4 Additional Land/Right of Way Acquisition.
All expenses shall be allocated in accordance with the terms of a
separate agreement to be adopted unanimously by the member
agencies.
18.2 Payment Schedule. Unless otherwise specified
herein, capital expenses shall be prepaid on a quarterly basis.
Exceptions are as follows:
18.2.1 Phase IV Expansion, Phase IV contract
expenses approved by EAA shall be paid once a month based on
invoices from the contractor, the design engineer, and the
construction manager. The payments will vary over the duration of
the job. The Operator/Administrator shall notify the member agency
financial representatives of the amounts needed following receipt
of each month's invoices. Final project payments shall be adjusted
as described in Exhibit B.
18.2.2 Encina Sewage Solids Management Program.
All expenses shall be paid in accordance with the terms of a
separate agreement to be adopted unanimously by the member
agencies.
18.2.3 Additional Land/Right of Way Acquisition.
All expenses shall be paid in accordance with the terms of a
separate agreement to be adopted unanimously by the member
agencies.
18.2.4 Other Capital Expenses. On occasion,
capital expenses may occur earlier in the fiscal year than would
allow for regular quarterly billing. If regular quarterly billings
do not provide needed capital early enough during the fiscal year,
supplemental capital billings shall be sent to the member agencies.
In such cases, the Operator/Administrator will notify the member
agency financial representatives as far in advance as possible.
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v
Section 19 SETTLEMENT OF DISPUTE OR CONTROVERSY
19.1 Right to Arbitration. Should any dispute or
controversy arise in connection with the books, records or accounts
of any member agency or in connection with the acquisition,
construction, maintenance, operation repair, reconstruction or
enlargement of the Joint System or in connection with any of the
affairs or operation thereof, or the execution of this agreement,
the governing bodies of member agencies that are affected by such
dispute may elect to arbitrate the dispute or controversy in
accordance with this section. In the event of such election, the
governing body of each member agency affected shall appoint or
designate one disinterested person as an arbitrator. Said
arbitrators so chosen, if an even number, shall designate an
additional disinterested person to make an odd number of
arbitrators. Said arbitrators so chosen shall act as a Board of
Arbitrators in connection with any such dispute or controversy.
The findings of fact approved by a vote of the majority of the
members of the Board of Arbitrators shall be binding upon the
affected member agencies.
19.2 Right of Observation. The parties to any
arbitration proceedings held under the provisions of this agreement
shall notify every other member agency not a party thereto of such
arbitration proceedings and any other member agency shall have the
right to be represented at such proceedings by a member agency
designated observer.
19.3 Right to Expert Arbitration. Any controversy
which can be determined by an engineer's or other expert's findings
and which under this section could be submitted to arbitration may,
if the parties thereto agree in writing to do so, be submitted to
a named engineer or expert who shall be the sole arbitrator. Any
such engineer shall be a member of the American Society of Civil
Engineers. Any such engineer or expert shall be disinterested as
required of arbitrators on an arbitration board. He shall proceed
in the same manner provided herein for an arbitration board.
Section 20 APPORTIONMENT OF LIABILITY
Any liability incurred by the member agencies, which liability
arises out of or in connection with the operation and/or
maintenance of the Joint System, except for costs of improvements
to such facilities and operating and maintenance costs, shall be
discharged by payment by each member hereof in proportion to their
respective ownership in the facilities at the time of the incident
which results in the liability.
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Section 21 NOTICES
Notices required or permitted under this Revised Basic
Agreement shall be sufficiently given if in writing and if either
served personally or mailed by certified mail to the member
agencies.
Section 22 SEVERABILITY
If any one or more of the terms, provisions, promises,
covenants or conditions of this agreement shall by any extent by
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.
Section 23 MODIFICATION OF AGREEMENT
This agreement shall contain all 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.
Section 24 SUCCESSION
The provisions of this agreement shall be binding upon and
shall inure to the benefit of the successors of the parties hereto.
Section 25 APPROVAL
This agreement shall be approved as of the date that all of
the member agencies have approved this agreement and the Revised
Establishment Document.
IN WITNESS WHEREOF, each party hereto has pursuant to resolution
duly passed and adopted by their respective governing bodies caused
this Revised Basic Agreement to be executed the day and year first
above written.
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Attest:
City Clerk
Attest:
City Clerk
LEUCADIA COUNTY WATER DISTRICT
By
President
VALLECITOS WATER DISTRICT
By
President
BUENA SANITATION DISTRICT
By.
Chairperson
ENCINITAS SANITARY DISTRICT
By_
President
Approved in form:
By
CITY OF VISTA,
By
Mayor
By.
layor
JAC Counsel
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EXHIBIT B
PHASE IV COST ALLOCATION
1. Phase IV cost shall be allocated as follows:
a. All costs shall be allocated by unit process and among
flow, BOD, and suspended solids in the manner recommended
for revenue programs by the State Water Resources Control
Board.
b. The replacement value of the existing Unit I and Unit J
facilities at the mid-point of construction (projected
ENRLA of 6465) shall be determined. In determining
replacement value, grant funding shall be included except
for the grant funding used to pay for the "oversized"
portion of "oversized" items (i.e., items sized or
undertaken for the ultimate site capacity, such as site
grading and paving, piping, etc.).
c. Dollar ownership of the existing facilities shall be
determined by multiplying existing ownership percentages
times the replacement values determined in step b.
d. The cost of the proposed Phase IV facilities at the mid-
point of construction (projected ENRLA of 6465) shall be
estimated by the design engineer.
e. The total value of the EWPCF following construction of
Phase IV shall be estimated by adding the replacement
value of the existing facilities (determined in step b)
to the estimated cost of the Phase IV project (determined
in step d).
f. Needed dollar ownership of the EWPCF following
construction of Phase IV shall be determined by
multiplying the revised Unit I liquid and solids and Unit
J ownerships (determined in Exhibit A of the Thirty-Ninth
Supplement) by the total value of the EWPCF following
construction of Phase IV (determined in step e).
g. Phase IV cost allocations shall be calculated by
subtracting existing dollar ownerships (determined in step
c) from needed dollar ownerships following construction
of Phase IV (determined in step f). Credits and buyins
for existing facilities are automatically included in this
calculation and need not be calculated separately;
however, the dollar values of each are included below for
background.
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Estimated Phase IV cost allocations in dollars and percent of total are as
follows:
Agency
Vista
Carlsbad
Leucadia
San Marcos
Buena
Encinitas
Total
Existing
Ownership,
22,739,000
20,585,000
13,314,000
H, 099,000
4,436,000
4.694.000
79,867,000
Projected Ownership
Following Phase IV
Construction. $
28,938,000
33,216,000
27,297,000
27,105,000
11,020,500
6.470.500
134,047,000
Estimated
Phase IV Cost
$ %
6,199,000
12.631,000
13.983,000
13,006,000
6,584,500
1.776.500
54,180,000
11.44
23.31
25.81
24.01
12.15
3.28
100.00
Effective
Credit/Buyins
$
(5,455,000)
( 745,000)
2,916,000
2,091,000
2,023,000
( 830,000)
Final Phase IV cost allocations will be determined following completion of
Phase IV construction and will use the actual project costs spread according
to the final engineer's estimate instead of the current engineer's estimate
in steps d through g above. Actual ENRLA at mid-point of construction will
be substituted for the projected value in step b.
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REVISED ESTABLISHMENT DOCUMENT
FOR THE
ENCINA ADMINISTRATIVE AGENCY
Ref: 9046
THIS AGREEMENT (hereinafter the Revised Establishment
Document, "RED") is made and entered into this day
of , 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 VALLECITOS) , the LEUCADIA 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 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
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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
known as the Encina Administrative Agency (EAA) to serve as the
Operator/ Administrator of the Encina Joint System; and
WHEREAS, the Joint Exercise of Powers Agreement establishing
the EAA 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 EAA as
the Operator/Administrator of the Encina Joint Powers and (b)
reestablish the organization, administration, rules, and specific
powers of the EAA 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.
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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 Agreement. 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 Advisory 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 Agreement. That agreement by and among
Vista, Carlsbad, Buena, Vallecitos, Leucadia, and Encinitas
including all amendments thereto entered into beginning ,
1990 and superceding the Basic Agreement.
Section 2. TERMS
2.1 Reestablishment of Agency. There is hereby reestablished
a public agency known as the Encina Administrative Agency, herein
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called EAA. For the purposes of this agreement, EAA is a public
agency separate from the parties hereto, but it is the intent of
these parties that EAA be subordinate to and dependent upon the
member agencies in all matters.
2.2 General Duties of the EAA. The EAA 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 EAA shall have the following powers as
needed to fulfill 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;
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/••H.
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 EAA 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'
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/«*»>.C
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
EAA 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 EAA;
2.3.13 To charge and bill the industrial dischargers
for their respective share of the EAA's cost to implement the
pretreatment regulations, including application review, permit
issuance, sampling, monitoring, inspection and enforcement costs;
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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 EAA executed operation agreements, or as authorized in the
Revised Basic Agreement, which may include budgeting
responsibilities.
2.4 Board of Directors. The EAA shall be administered by
the governing body of the EAA which shall be known as the Board of
Directors of the EAA, 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 EAA from whatever sources.
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A
2.5.2 Auditor. The Auditor shall be the auditor of
Vista and shall draw all warrants to pay demands against the EAA
approved by the Board of Directors.
2.5.3 Other Officers. The General Manager and
Attorney for the EAA 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 EAA's approved budget.
The public officer, officers, or persons who have charge of,
handle, or have access to any substantial property of the EAA 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 EAA subject to the provisions of the
personnel policy of the EAA and the EAA'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
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^c
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 EAA 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/she 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/she
represents. At any meeting where no regularly appointed member is
represented, each alternative of such regularly appointed member
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shall have a percentage of vote equal to one-half of the percentage
of capacity of the agency he/she represents. Provided, however,
at any meeting where any agency is represented by only one alter-
nate, said alternate shall have a percentage of vote equal to the
total percentage of the capacity of the agency he/she 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 Budgeting. Annually, the EAA shall prepare an operation,
maintenance, and administration budget (hereafter referred to as
the O & 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 Accounting and Audits.
2.9.1 Fiscal Year. The fiscal year of the EAA
shall be from July 1 to June 30.
2.9.2 Accounting Procedures and Audit. Full
books and accounts shall be maintained for the EAA in accordance
with practices established by or consistent with those utilized by
the Controller of the State of California for like public agencies.
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The Auditor of the EAA shall either make or contract with a
certified public accountant to make an annual audit of the accounts
and records of the EAA. 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 EAA shall be the debts,
liabilities and obligations of the EAA alone, and not the member
agencies.
2.11 Withdrawal or Dissolution. Upon withdrawal of a member
from the EAA or upon dissolution of the EAA, 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 EAA
shall be reconveyed to said member agency free and clear of all
encumbrances and liens of any kind.
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2.11.1 Withdrawal. Upon withdrawal of any member
agency from the EAA, the withdrawing member shall receive its
proportionate or otherwise defined share of any assets of the EAA
and shall contribute its proportionate or otherwise defined share
toward discharge of any enforceable liability incurred by the EAA.
2.11.2 Dissolution. Upon dissolution of the EAA, each
member agency shall receive its proportionate or otherwise defined
share toward discharges of any enforceable liabilities incurred by
the EAA.
2.12 Rescission or Termination. The EAA shall continue
as Operator/Administrator until such time as EAA 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 EAA and replacement with another
Operator/Administrator, employees of the EAA 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 EAA.
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2.14 Severability. 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 Agreement. 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 Approval. 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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3'"'
CITY OF VISTA
Attest:
By
City Clerk
Attest:
City Clerk
LEUCADIA COUNTY WATER DISTRICT
By
President
VALLECITOS WATER DISTRICT
By
President
BUENA SANITATION DISTRICT
By
Chairperson
ENCINITAS SANITARY DISTRICT
By
President
Approved in form:
By
EAA Counsel
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