HomeMy WebLinkAbout2020-01-28; City Council; ; Revised Establishment Document for Encina Wastewater Authority, As Amended, Effective Nov. 13, 2019~ CITY COUNCIL V Staff Report
Meeting Date:
To:
From:
Staff Contact:
Jan. 28,2020
Mayor and City Council
Scott Chadwick, City Manager
Vicki Quiram, Utilities Director
vicki.quiram@carlsbadca.gov, 760-438-2722
CA Review c~f;"l../
Subject: Revised Establishment Document for Encina Wastewater Authority, As
Amended, Effective Nov. 13, 2019:
Recommended Action
Adopt a Resolution authorizing the Mayor to execute the amended Revised Establishment
Document (RED) for Encina Wastewater Authority (EWA), as adopted by the EWA Board of
Directors (EWA Board) effective Nov. 13, 2019.
Executive Summary
The city is one of six member agencies of the EWA Joint Powers Authority (JPA), and as such,
shares the costs associated with operation, maintenance and administration of EWA. Last
updated on Nov. 9, 1994, the RED serves as the Joint Exercise of Powers Agreement to operate,
maintain and administer the Encina Joint System on a cooperative basis for collection,
treatment and disposal of wastewater and management of wastewater treatment byproducts.
On Jan. 1, 2019, Assembly Bill 1912 (AB 1912) became effective and requires member agencies
to be jointly liable for all retirement obligations in the event the Joint Powers Authority
dissolves, ceases to operate or withdraws from its retirement system. AB 1912 allows member
agencies to mutually agree to apportion this retirement liability among themselves.
The EWA Board adopted an amended RED to conform with AB 1912 at their Nov. 13, 2019,
Board meeting and directed EWA staff to forward the document to the Boards and City Councils
of the EWA member agencies for consideration. The amended RED apportions retirement
liability among the member agencies based on each agency's three-year average share of
EWA's salaries and benefits. All member agencies are now taking the RED to their Boards and
City Councils for approval. Staff recommends that the City Council approve the Resolution
authorizing the Mayor to execute the amended RED.
Discussion
On Aug. 1, 1988, the EWA member agencies entered into the Joint Exercise of Powers
Agreement, which was replaced on Nov. 9, 1994, by the RED pursuant to the provisions of the
JPA Act, creating a public agency then known as the Encina Administrative Agency (now
Operator/ Administrator of the Encina Joint System). Following the effective date of AB 1912, on
March 5, 2019, EWA staff held the 2q19 Policy Development Workshop to obtain clear direction
on updating the RED to conform with AB 1912. On March 27, 2019, the EWA Board directed
Jan. 28, 2020 Item #8 Page 1 of 34
staff to work with the member agencies to review and update the existing RED. EWA staff
worked closely with all of the member agency managers and their legal counsels, including the
City of Carlsbad, to review the existing language and all of the recommended changes have
been incorporated. EWA's General Counsel has reviewed the proposed changes to the RED . Any
amendments to the RED require written approval by all member agencies. The red lined
changes in the document are contained in Exhibit 2 and a summary of the changes is noted
below.
Summary of Changes -Exhibit 2: Redline Strikeout Version of RED
Section
Introduction
Recitals
Section 1.1
Sections
2.11.3/2.11.4
Proposed Edit
Change amended effective date to October 23, 2019; Add
"a Charter City11 for the Cities of Carlsbad and Vista; and,
add "a County Sanitation District" after Buena Sanitation
District; and, Change "Leucadia County Water District11 to
"Leucadia Wastewater District"; and, Change "Encinitas
Sanitary District" to "City of Encinitas11•
Amend recitals to reflect Government Code 6508.1 which
requires the member agencies to assume responsibility for
the EWA's · public retirement system liability; and
Government Code 6508.2 that permits the member
agencies to mutually agree to apportion EWA's public
syste m retirement liability among themselves, provided
the agreement equals 100 percent of EWA's liability. Lastly,
states that Member Agencies recommend making other
non-s ubstantive rev1s1ons to the prior Revised
Establishment Document to correct clerical errors and
ensure consistent use of terminology.
Definitions. Added "and superseded by the Revised Basic
Agreements.11 And "most recently amended October 22,
2014"
Added Sections 2.11.3 Share of Public Retirement System
Liability and 2.11.4 Notice to Public Retirement System to
implement AB1912 requirements.
Page No.
14-5 and 14-15
14-5; 14-6 and
14-15; 14-16
14-6 and 14-17
14-11; 14-12 and
14-21; 14-22
Member agency managers were briefed on these changes at the EWA November 2019 monthly
meeting and provided their support. The Policy and Finance Committee reviewed this item in
their November 2019 meeting and approved staff's recommendation.
Fiscal Analysis
There is no fiscal impact. The city continues to be responsible for their share of EWA expenses.
Next Steps
The Mayor will execute the RED, and a copy of the signed Agreement will be returned to EWA .
Jan. 28, 2020 Item #8 Page 2 of 34
Environmental Evaluation (CEQA)
Pursuant to Public Resources Code Section 21065, this action does not constitute a "project"
within the meaning of California Environmental Quality Act (CEQA} in that it has no potential to
cause either a direct physical change in the environment, or a reasonably foreseeable indirect
physical change in the environment, and therefore does not require environmental review.
Public Notification
This item was noticed in accordance with the Ralph M. Brown Act and was available for public
viewing and review at least 72 hours prior to scheduled meeting date.
Exhibits
1. City Council Resolution
2. Redlined and Strikeout Version of Revised Establishment Document
Jan. 28, 2020 Item #8 Page 3 of 34
RESOLUTION NO. 2020-025
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, AUTHORIZING THE MAYOR TO EXECUTE THE AMENDED
REVISED ESTABLISHMENT DOCUMENT (RED) FOR THE ENCINA
WASTEWATER AUTHORITY (EWA), AS ADOPTED BY THE EWA BOARD OF
DIRECTORS (EWA BOARD) EFFECTIVE NOV. 13, 2019.
WHEREAS, on Aug. 1, 1988, EWA member agencies entered into a Joint Exercise of Powers
Agreement; and
WHEREAS, on Nov. 9, 1994, EWA member agencies approved the RED that replaced the Joint
Exercise of Powers Agreement; and
WHEREAS, on Nov. 13, 2019, the EWA Board of Directors approved an amended RED to
implement Assembly Bill 1912 by apportioning retirement liability among the member agencies; and
WHEREAS, the City of Carlsbad now wishes to execute the RED for the EWA, as amended
effective Nov. 13, 2019; and
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as
follows:
1. That the above recitations are true and correct.
2. That the Mayor is authorized to execute the RED for EWA as amended effective Nov. 13,
2019, attached hereto as Attachment A.
PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of
Carlsbad on the 28th day of January 2020, by the following vote, to wit:
AYES: Hall, Blackburn, Bhat-Patel, Schumacher.
NAYS: None.
ABSENT: None.
MATT HALL, Mayor
J?J'1:& /-/ec-k,r Gcmt2 1 De.~:l -,it BARBARA ENGLESON, City Clerk Ci
(SEAL) C 'er/(
Jan. 28, 2020 Item #8 Page 4 of 34
REVISED ESTABLISHMENT DOCUMENT
FOR THE
ENCi NA WASTEWATER AUTHORITY
AS AMENDED
EFFECTIVE NOVEMBER 13, 2019
ATTACHMENT A
Ref: Admin.19-13866b
THIS AGREEMENT (hereinafter the Revised Establishment Document, "RED") is made and
entered into this November 13, 2019, by and among the CITY OF VISTA, a Charter City (hereafter
VISTA), the CITY OF CARLSBAD, a Charter 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 WASTEWATER DISTRICT, a County
Water District (hereafter LEUCADIA), and the CITY OF ENCINITAS, a General Law City (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 Joint Exercise of Powers Act (Government Code
Section 6500 et seq.; hereafter JPA Act); and
WHEREAS, each of the member agencies has the authority and power to collect, transmit,
treat and dispose or reuse wastewater and wastewater treatment byproducts, and to construct and
operate facilities for such purposes; and
WHEREAS, the member agencies recognize the need to operate, maintain and administer
the Encina Joint System on a cooperative basis for the collection, transmission, treatment, and
disposal of wastewater, and the management of wastewater treatment byproducts; and
WHEREAS, on August 1, 1988, the member agencies entered into a Joint Exercise of Powers
Agreement, which was replaced on November 9, 1994 by a prior Revised Establishment Document,
which this RED is to replace, pursuant to the provisions of the JPA Act, creating a public agency then
known as the Encina Administrative Agency (now Operator/Administrator of the Encina Joint
System); and
WHEREAS, the Joint Exercise of Powers Agreement establishing the Encina Wastewater
Authority (hereafter EWA) was adopted as a supplement to the "Basic Agreement" establishing the
Encina Joint Powers Authority; and
WHEREAS, the member agencies have since adopted a Revised Basic Agreement that was
most recently amended October 22, 2014; and
5-5 ·Admin. 19-13866b Jan. 28, 2020 Item #8 Page 5 of 34
WHEREAS, the member agencies desire to {a) retain the EWA as the Operator/Administrator
of the Joint System and {b) affirm the organization, administration, rules, and specific powers of the
EWA detailed in the prior Revised Establishment Document.
WHEREAS, effective January 1, 2019, Government Code Section 6508.1 requires the member
agencies to assume responsibility for the EWA's public retirement system liability; and
WHEREAS, Government Code Section 6508.2 permits the member agencies to mutually
agree to apportion the EWA's public system retirement liability among themselves, provided the
agreement equals 100 percent of EWA's liability; and
WHEREAS, in the absence of an apportionment agreement by the member agencies, the
Cal PERS Board of Administration will elect to apportion the EWA's public retirement system liability
among the member agencies based upon each member agency's "share of service received" from
the EWA of each member agency's population, subject to challenge by a member agency through
arbitration; and
WHEREAS, the member agencies wish to amend the prior Revised Establishment Document
to eliminate uncertainty in the potential future application of Government Code Section 6508.2 to
the EWA's public retirement system liability, set forth their mutual agreement regarding
apportionment of 100 percent of the EWA's public retirement system liability, and provide for timely
requests for amendment of the EWA's contract with Cal PERS in accordance with Government Code
Section 20575 to the extent required by law; and
WHEREAS, the member agencies wish to make other non-substantive revisions to the prior
Revised Establishment Document to correct clerical errors and ensure consistent use of terminology.
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, and superseded by the Revised BasicAgreement.
1.2 Joint Advisory Committee. The Joint Advisory Committee {JAC) as defined in the
Revised Basic Agreement.
1.3 Joint System. The Joint System as defined in the Revised Basic Agreement.
5-6 Admin. 19-13866b Jan. 28, 2020 Item #8 Page 6 of 34
1.4 Revised Basic Agreement. That agreement by and among Vista, Carlsbad, Buena,
Vallecitos, Leucadia, and Encinitas including all amendments thereto entered into beginning
December 17, 1990, most recently amended October 22, 2014 and superseding the Basic
Agreement.
Section 2. TERMS
2.1 Establishment of Agency: There is hereby established a public agency known as the
Encina Wastewater Authority, herein called the EWA (formerly known as the Encina Administrative
Agency). For the purposes of this agreement, the EWA is a public agency separate from the parties
hereto, but it is the intent of these parties that the EWA be subordinate to and dependent upon the
member agencies in all matters.
2.2 General Duties of the EWA. The EWA shall operate, maintain, and administer the
Joint System utilizing funds contributed by the member agencies and grants received from the
Federal and State governments.
2.3 Powers. The EWA shall have the following powers as needed to 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;
2.3.4 To incur debts, liabilities or obligations in connection with the
operation, maintenance, administration and management of the Joint System;
2.3.5 To sue and be sued in its own name, provided that the EWA shall not
commence or intervene in any lawsuit without the approval of all of its member agencies, except
pursuant to paragraph 2.3.10 hereof;
2.3.6 To acquire, hold, and dispose of such equipment as may be
reasonably necessary to the proper 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;
5-7 Admin. 19-13866b Jan. 28, 2020 Item #8 Page 7 of 34
2.3.8 In an emergency, to reconstruct or cause to be reconstructed such
portions of the Joint system when reconstruction is immediately required to permit the Joint System
to continue to function;
2.3.9 To maintain at all times with a responsible insurer or insurers
sufficient insurance against loss or damage to the Joint System or portion thereof, workers'
compensation insurance, and insurance against public liability and property damage;
2.3.10 To adopt industrial pretreatment regulations that comply with
federal and state pretreatment regulations. The regulations shall include technically based local
limits, shall be followed by each member agency, shall apply to industrial connections and
groundwater cleanup sites that discharge or have the potential to discharge into the Joint System,
and shall allow the EWA to take enforcement action against dischargers that violate the regulation;
2.3.11 To review and amend the industrial pretreatment regulations from
time to time as the need arises;
2.3.12 To implement all requirements of the pretreatment regulations and
all aspects of the EWA 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 the EWA;
2.3.13 To charge and bill the industrial dischargers for their respective share
of the EWA's cost to implement the pretreatment regulations, including application review, permit
issuance, sampling, monitoring, inspection and enforcementcosts;
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 the EWA executed operation agreements, or as
authorized in the Revised Basic Agreement, which may include budgeting responsibilities.
2.3.16 The powers enumerated herein shall be exercised subject to the
restrictions upon the manner of exercising the powers of the Leucadia County Water District
pursuant to the County Water District Law (Water Code §30000 et seq.).
2.4 Board of Directors. The EWA shall be administered by the governing body of the
EWA which shall be known as the Board of Directors of the EWA, herein called the Board. Members
of the JAC shall serve as the Board.
2.5 Officers of the Board. The Board shall elect its own officers, which shall include a
Chairman, Vice-Chairman, Secretary, Treasurer, and Auditor. The Chairman and Vice-Chairman shall
be members of the Board and the Secretary may, but need not, be a member of the Board.
5-8 Admin. 19-13866b Jan. 28, 2020 Item #8 Page 8 of 34
2.5.1 Treasurer. The Treasurer shall be appointed by the Board to serve at
the Board's pleasure. The Treasurer shall be the depository and have custody of all money of the
EWA from whatever source. The Board shall appoint the Treasurer from among the officers and
employees of the EWA. The Board may appoint one or more persons to act as assistants to the
Treasurer from among the officers and employees of the EWA. Upon appointment, an assistant
shall be considered an "other officer" of the EWA under Section 2.5.3 of this RED. The person
appointed as Treasurer may simultaneously hold the office of Auditor.
2.5.2 Auditor. The Auditor shall be appointed by the Board of Directors to
serve at the Board's pleasure. The Auditor shall draw all warrants to pay demands against the EWA
approved by the Board of Directors. The Board shall appoint the Auditor from among the officers
and employees of the Authority. The Board may appoint one or more persons to act as assistants
to the Auditor from among the officers and employees of the Authority. Upon appointment, an
assistant shall be considered an "other officer" of the EWA under Section 2.5.3 of the RED. The
person appointed as Auditor may simultaneously hold the office ofTreasurer.
2.5.3 Other Officers. The General Manager and Attorney for the EWA shall
be appointed by the Board. Subject to the limits of the EWA's approved budget, the Board shall also
have the power to appoint and employ such other officers, consultants, advisors, and independent
contractors as it may deem necessary or convenient for the business of the EWA, who shall serve at
the pleasure of the Board. The public officer, officers, or persons who have charge of, handle, or
have access to any substantial property of the EWA shall file an official bond in an amount to be
fixed by the Board. The General Manager shall have the power to appoint, promote, demote and
remove employees of the EWA subject to the provisions of the personnel policy of the EWA and the
EWA's approved budget.
2.6 Meetings of the Board.
2.6.1 Regular Meetings. The Board shall provide for its regular meetings;
provided, however, it shall hold at least one regular meeting per month. The dates, hour, and place
of the regular meetings shall be fixed by resolution, and a copy of such resolution shall be furnished
to each member agency.
2.6.2 Ralph M. Brown Act. All meetings of the Board, including, without
limitations, regular, adjourned regular, and special meetings, shall be called, noticed, held, and
conducted in accordance with the provisions of the Ralph M. Brown Act (commencing with
Government Code Section 54950}.
2.6.3 Minutes. The Secretary of the EWA shall cause to be kept minutes of
all meetings of the Board, and shall cause a copy of the minutes to be forwarded to each member
of the Board and to each memberagency.
5-9 Admin. 19-13866b Jan. 28, 2020 Item #8 Page 9 of 34
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 or 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 or she represents. At any meeting where no regularly appointed member is
represented, each alternative of such regularly appointed member shall have a percentage of vote
equal to one-half of the percentage of capacity of the agency he or she 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 or 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 EWA 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 EWA shall be from July 1 to June 30.
2.9.2 Accounting Procedures and Audit. Full books and accounts shall be
maintained for the EWA in accordance with practices established by or consistent with those utilized
by the Controller of the State of California for like public agencies. The Auditor of the EWA shall
either make or contract with a certified public accountant to make an annual audit of the accounts
and records of the EWA. The minimum requirements of the audit shall be those prescribed by the
State Controller for special districts under Government Code Section 26909 and the audit shall
conform to generally accepted accounting principles. A report of the audit shall be filed as a public
record with each member agency 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.
5-10 Admin. 19-13866b Jan. 28, 2020 Item #8 Page 10 of 34
2.10 Liabilities. The debts, liabilities and obligations of the EWA shall be the debts,
liabilities and obligations of the EWA alone, and not the member agencies; except as provided by
Section 2.11
2.11 Withdrawal or Dissolution. Upon withdrawal of a member from the EWA or upon
dissolution of the EWA, there shall be a partial or complete distribution of assets and discharge of
liabilities as provided in this section. The distribution of assets may be made in kind or assets may
be sold and the proceeds thereof distributed to a member agency at the time of withdrawal or to
the member agencies at the time of dissolution; provided that, all property and rights in property
assigned or transferred by any member agency to the EWA shall be reconveyed to said member
agency free and clear of all encumbrances and liens of any kind.
2.11.1 Withdrawal. Upon withdrawal of any member agency from the EWA,
the withdrawing member shall receive its proportionate or otherwise defined share of any assets of
the EWA and shall contribute its proportionate or otherwise defined share toward discharge of any
enforceable liability incurred by the EWA.
2.11.2 Dissolution. Upon dissolution of the EWA, each member agency shall
receive its proportionate or otherwise defined share of any assets of the EWA and shall contribute
its proportionate or otherwise defined share toward discharges of any enforceable liability incurred
by the EWA.
2.11.3 Share of Public Retirement System Liability. Notwithstanding the
foregoing, in the event of the withdrawal of any member agency or agencies from the EWA
("Member Withdrawal"), or prior to the filing of a notice of termination pursuant to Government
Code Sections 20570 or 20571 by the EWA ( "EWA Termination Event" ), unless otherwise
unanimously agreed among the member agencies, responsibility for any public retirement system
liability incurred by the EWA shall be apportioned as follows:
a. If there is a Member Withdrawal, the withdrawing agency
shall assume responsibility for its share of the EWA's public retirement system liability, determined
in accordance with paragraph c below, on the effective date of the Member Withdrawal. The EWA
shall continue to be responsible for the remaining share of public retirement system liability.
b. If there is an EWA Termination Event, each member agency
shall assume responsibility for its share of public retirement system liability, determined in
accordance with paragraph c below, on the effective date of the EWA Termination Event.
c. A member agency's share shall be calculated using its allocated
share of EWA's salaries and benefits in each program, as defined in Section 13 of the RBA, averaged
for the three fiscal years prior to the effective date of such Member Withdrawal or EWA Termination
Event, calculated to adequately fund 100 percent of the termination liability calculated by Cal PERS
(otherwise known as termination liability). With respect to a Member Withdrawal: Recognizing that
termination liability may not be determinable at the time a member withdraws, prior to
5-11 Admin. 19-13866b Jan. 28, 2020 Item #8 Page 11 of 34
withdrawing as a member of the EWA, each member agency, including, if necessary, a previously
withdrawn member agency, shall negotiate in good faith to enter into a contract with the CalPERS
Board of Administration to fund its share of the EWA's public retirement system liability by: (i)
making annual contributions; or (ii) making a lump-sum payment; or (iii) providing for payment by
any other actuarially sound payment method. Each member agency agrees to defend and indemnify
the others, and the EWA, against any claim that a member agency or the EWA has not timely met
its legally required notice or funding obligations in the manner agreed upon herein, including the
cost of any arbitration resulting from a dispute arising under Government Code Sections 6508.2 or
20575.
2.11.4 Notice to Public Retirement System. Upon approval of this RED, and
also prior to filing any notice of termination with Cal PERS, the EWA shall provide a copy of this RED
to CalPERS, as required by Government Code Section6508.2.
2.12 Rescission or Termination. The EWA shall continue as Operator/Administrator until
such time as the EWA is terminated by written consent of a majority of the member agencies,
evidenced by certified copies of resolutions by their governing bodies. Upon termination of the
EWA and replacement with another Operator/Administrator, employees of the EWA shall become
the employees of the new Operator/Administrator subject to existing employment contracts,
seniority, retirement rights and any other employee benefits or rights now enjoyed by those
employees.
2.13 Notices. All notices, statements, demands, requests, consents, approvals,
authorizations, agreements, appointments or designations hereunder shall be given in writing and
addressed to the principal office of the EWA.
2.14 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 it.
5-12 Admin. 19-13866b Jan. 28, 2020 Item #8 Page 12 of 34
IN WITNESS WHEREOF, each party hereto has pursuant to resolution duly passed
and adopted by their respective governing bodies caused this RED to be executed effective as of the
day and year first above written.
CITY OF VISTA
BY:
MAYOR
CITY OF CARLSBAD u
BY: -J/4a (/4)
MAYR
LEUCADIA WASTEWATER DISTRICT
BY:
PRESIDENT
VALLECITOS WATER DISTRICT
BY:
PRESIDENT
BUENA SANITATION DISTRICT
BY:
CHAIRPERSON
CITY OF ENCINITAS
BY:
MAYOR
APPROVED AS TO FORM:
ATTEST:
City Clerk
ATTEST:
City Clerk
BY:
... .,, . .-,:? .--·-? ~ .,· ~:::•-· -~ ____ ,. -e::;;,.--
.. -· E\JJA COUNSEL
5-13
Admin. 19-13866b
Jan. 28, 2020 Item #8 Page 13 of 34
CHA RSON
IN WITNESS WHEREOF, each party hereto has pursuant to resolution duly passed
and adopted by their respective governing bodies caused this RED to be executed effective as of the
day and year first above written.
CITY OF VISTA ATTEST:
MAY (ACLU-A
ity Clerk \
CITY OF CARLSBAD ATTEST:
BY:
BY:
MAYOR
LEUCADIA WASTEWATER DISTRICT
BY:
PRESIDENT
VALLECITOS WATER DISTRICT
BY:
PRESIDENT
BUENA SANITATION DISTRICT
BY:
City Clerk
CITY OF ENCINITAS ATTEST:
BY:
MAYOR
APPROVED AS TO FORM:
BY:
'EWA COUNSEL
City Clerk
Admin. 19-13866b
5-13
Jan. 28, 2020 Item #8 Page 14 of 34
RESOLUTION NO. 2019-161
A RESOLUTION OF THE CITY COUNCIL OF THE CHARTERED CITY OF
VISTA, CALIFORNIA, APPOINTING TWO REPRESENTATIVES AND ONE
ALTERNATE REPRESENTATIVE TO THE BOARD OF DIRECTORS OF THE
ENCINA WASTEWATER AUTHORITY
The City Council of the City of Vista does resolve as follows:
1. Findings: The City Council hereby finds and declares the following:
A. The chartered City of Vista ("City") is a member of the Encina Wastewater
Authority Joint Powers Agency ("Encina"), and the City Council is entitled to and regularly does
appoint two representatives to serve on the Encina Wastewater Board of Directors.
B. The City Council is undertaking its annual reorganization of board, commission
and committee appointments and desires to appoint or reappoint two representatives and one
alternate representative to the Encina Wastewater Board of Directors.
2. Action.
A. The City Council hereby appoints the following individuals to serve as
Representatives and Alternate Representative of the chartered City of Vista to the Encina
Wastewater Board of Directors, effective January 1, 2020.
B. Upon adoption, the City Clerk shall provide a certified copy of this Resolution to
the Secretary of the Encina Wastewater Board of Directors.
[Continued on page 2.]
00079642 I
Jan. 28, 2020 Item #8 Page 15 of 34
By:
By•(
APPROVED
Darold Pieper
20191121120108
RESOLUTION NO. 2019-161
CITY COUNCIL OF THE CHARTERED CITY OF VISTA
PAGE 2
3. Adoption. PASSED AND ADOPTED at a meeting of the City Council of the City of
Vista held on December 10, 2019, by the following vote:
Representative — Judy Ritter
Representative — Amanda Rigby
Alternate — Elmer Alex
AYES: Mayor Ritter,
NOES: None
AYES: Mayor Ritter,
NOES: None
AYES: Mayor Ritter,
NOES: None
Rigby, Franklin,
Rigby, Franklin,
Rigby, Franklin,
Green, Contreras
Green, Contreras
Green, Contreras
APPROVED AS TO FORM:
DAROLD PIEPER, CITY ATTORNEY
JUDY RIT , MAYOR
ATTEST:
KATHY VALDEZ, CITY CLERK
SLck
L\
I certify under penalty of perjury under the laws of the State of California
that the foregoing is a true and correct copy of the original.
1 I GI
Date
)cariN
Kathy Vald6z., City Cler
00079642 I
Jan. 28, 2020 Item #8 Page 16 of 34
IN WITNESS WHEREOF, each party hereto has pursuant to resolution duly passed
and adopted by their respective governing bodies caused this RED to be executed effective as of the
day and year first above written.
CITY OF VISTA ATTEST:
BY:
MAYOR
CITY OF CARLSBAD
BY:
City Clerk
ATTEST:
MAYOR City Clerk
LEUCADIA WASTEWATER DISTRICT
BY:
PRE DENT
VALLECITOS WATER DISTRICT
BY:
PRESIDENT
BUENA SANITATION DISTRICT
BY:
CHAIRPERSON
CITY OF ENCINITAS
BY:
MAYOR
APPROVED AS TO FORM:
BY:
EWA COUNSEL
ATTEST:
City Clerk
Admin. 19-13866b Jan. 28, 2020 Item #8 Page 17 of 34
ATTEST:
Paul . Bushee, $4cretary anager
RESOLUTION NO. 2321
A RESOLUTION OF THE BOARD OF DIRECTORS
OF THE LEUCADIA WASTEWATER DISTRICT
ADOPTING AN AMENDED REVISED ESTABLISHMENT DOCUMENT OF THE
ENCINA WASTEWATER AUTHORITY
WHEREAS, Leucadia Wastewater District (LWD) is a party to that certain document
entitled Revised Establishment Document (RED), which establishes the Encina Wastewater
Authority (EWA), a California joint powers authority; and
WHEREAS, the EWA member agencies desire to amend the RED to reflect
Government Code 6508.1 which requires the member agencies to assume responsibility for
the EWA's public retirement system liability; and
WHEREAS, Government Code 6508.2 permits the member agencies to mutually
agree to apportion EWA's public system retirement liability among themselves, provided the
agreement equals 100 percent of EWA's liability; and
WHEREAS, it is in the best interest of EWA and its member agencies that these and
other administrative amendments be included in the RED; and
WHEREAS, the EWA Board of Directors and the Encina Joint Advisory Committee
on November 13, 2019 recommended that the Boards and Councils of the Member
Agencies consider and adopt the proposed Amended RED.
NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE LEUCADIA
WASTEWATER DISTRICT DOES HEREBY RESOLVE, DETERMINE AND ORDER as
follows:
Section 1: Adopt the Amended Revised Establishment Document, attached
hereto as Exhibit A, as recommended by the EWA Board of Directors and the Encina
Joint Advisory Committee.
PASSED AND ADOPTED by the Board of Directors at a meeting of the Leucadia
Wastewater District held December 11, 2019 by the following vote:
AYES: Ku!chin, Juliussen, Omsted, Hanson
NOES: None.
ABSENT: Sullivan
ABSTAIN: None.
(SEAL)
David Kulchin, President
Jan. 28, 2020 Item #8 Page 18 of 34
IN WITNESS WHEREOF, each party hereto has pursuant to resolution duly passed
and adopted by their respective governing bodies caused this RED to be executed effective as of the
day and year first above written,
CITY OF VISTA ATTEST:
BY:
MAYOR
CITY OF CARLSBAD
BY:
MAYOR
LEUCADIA WASTEWATER DISTRICT
BY:
PRESIDENT
VALLECITOS WATER DISTRICT
City Clerk
ATTEST:
City Clerk
BY:
BUENA SANITATION DISTRICT
BY:
CHAIRPERSON
CITY OF ENCINITAS
BY:
ATTEST:
MAYOR
City Clerk
APPROVED AS TO FORM:
BY:
EI/VA COUNSEL
5-13 Admin. 19-13866b
Jan. 28, 2020 Item #8 Page 19 of 34
CHA RSON
IN WITNESS WHEREOF, each party hereto has pursuant to resolution duly passed
and adopted by their respective governing bodies caused this RED to be executed effective as of the
day and year first above written.
ATTEST:
MAY
Oalis--
ity Clerk \
CITY OF CARLSBAD ATTEST:
BY:
CITY OF VISTA
BY:
MAYOR
LEUCADIA WASTEWATER DISTRICT
BY:
PRESIDENT
VALLECITOS WATER DISTRICT
BY:
PRESIDENT
BUENA SANITATION DISTRICT
BY:
City Clerk
CITY OF ENCINITAS ATTEST:
BY:
MAYOR
APPROVED AS TO FORM:
BY:
City Clerk
'EWA COUNSEL
5-13
Admin. 19-13866b Jan. 28, 2020 Item #8 Page 20 of 34
RESOLUTION NO. 2020-1
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
BUENA SANITATION DISTRICT, APPROVING THE REVISED
ESTABLISHMENT DOCUMENT FOR THE
ENCINA WASTEWATER AUTHORITY
The Board of Directors of the Buena Sanitation District does resolve as follows:
1. Findings. The Board of Directors hereby finds and declares the following.
A. On July 11, 1988 the District Board approved the Joint Exercise of Powers
Agreement Creating the Encina Administrative Agency.
B. On December 17, 1990, the District Board amended the Joint Exercise of Powers
Agreement by approving the Revised Basic Agreement and Revised Establishment Document
for the Encina Water Pollution Control Facility.
C. The District desires to amend the Revised Establishment Document, a copy of
which is on file with the Clerk of the Board.
2. Action.
A. The Revised Establishment Document is approved, and the Chairperson is
authorized to execute the agreement.
3. Adoption. PASSED AND ADOPTED at a meeting of the Board of Directors of the
Buena Sanitation District held on January 14, 2020, by the following vote:
AYES: Chairperson Ritter, Rigby, Franklin, Green, Contreras
NOES: None
ABSTAIN; None h.
JUDY RtTTR, CHAIRPERSON
APPROVED AS TO FORM:
DAROLD PI DIST OUNSEL
By:
APPROVED
Darold Pieper
20191218100315
ATTEST:
KATHY VALDEZ, CLERK OF THE BOARD
By: (._ JACI---t--i A
00080464 2
Jan. 28, 2020 Item #8 Page 21 of 34
IN WITNESS WHEREOF, each party hereto has pursuant to resolution duly passed
and adopted by their respective governing bodies caused this RED to be executed effective as of the
day and year first above written.
CITY OF VISTA ATTEST:
BY:
MAYOR
CITY OF CARLSBAD
BY:
MAYOR
LEUCAD1A WASTEWATER DISTRICT
BY:
PRESIDENT
VALLECITOS WATER DISTRICT
BY:
PRESIDENT
BUENA SANITATION DISTRICT
BY:
City Clerk
City Clerk
ATTEST:
CHAIRPERSON
CITY OF ENCINITAS
BY:
MAYOR
APPROVED AS TO FORM:
BY:
'E‘fiA COUNSEL
Admin. 19-13866b
5-13
Jan. 28, 2020 Item #8 Page 22 of 34
RESOLUTION 2019-115
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
ENCINITAS, CALIFORNIA, AUTHORIZING THE MAYOR TO
EXECUTE THE AMENDED REVISED ESTABLISHMENT
DOCUMENT (RED) FOR THE ENCINA WASTEWATER
AUTHORITY (EWA), AS ADOPTED BY THE EWA BOARD OF
DIRECTORS (EWA BOARD) EFFECTIVE NOV. 13, 2019.
WHEREAS, on Aug. 1, 1988, EWA member agencies entered into a Joint Exercise of
Powers Agreement; and
WHEREAS, on Nov. 9, 1994, EWA member agencies approved the RED that replaced
the Joint Exercise of Powers Agreement; and
WHEREAS, on Nov. 13,2019, the EWA Board of Directors approved an amended RED
to implement Assembly Bill 1912 by apportioning retirement liability among the member
agencies; and
WHEREAS, the City of Encinitas now wishes to execute the RED for the EWA, as
amended, effective Nov. 13, 2019; and
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Encinitas,
California, as follows:
1. That the above recitations are true and correct.
2. That the Mayor is authorized to execute the RED for EWA as amended effective
Nov. 13, 2019, attached hereto as Attachment A.
PASSED, APPROVED AND ADOPTED this 18th day of December, 2019 by the City
Council of the City of Encinitas, State of California.
Catherine S. Blakespear, Mayor
ATTEST:
4 Kathy Hollhod, ity Clerk
Jan. 28, 2020 Item #8 Page 23 of 34
Les E. Devaney, City Att
APPROVED AS TO FORM:
CERTIFICATION: I, Kathy Hollywood, City Clerk of the City of Encinitas, California, do hereby
certify under penalty of perjury that the foregoing Resolution was duly adopted at a regular
meeting of the City Council on the 18th day of December, 2019 by the following vote:
AYES: Blakespear, Hinze, Hubbard, Kranz, Mosca
NAYS: None
ABSENT: None
ABSTAIN: None
444
Kathy Hoy'v\vo , City Clerk
Jan. 28, 2020 Item #8 Page 24 of 34
REVISED ESTABLISHMENT DOCUMENT
FOR THE
ENCi NA WASTEWATER AUTHORITY
AS AMENDED
EFFECTIVE No¥cmbcr 9, 1994
Ref: Admin.02 7081 /\dmin.
EXHIBIT 2
THIS AGREEMENT (hereinafter the Revised Establishment Document, "RED") is made
and entered into this-47~ day of December 1990 , by and among the
CITY OF VISTA, a Charter City (hereafter VISTA), the CITY OF CARLSBAD, a Charter 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 COUN1Y 'NATER WASTEWATER DISTRICT, a County Water District (hereafter
LEUCADIA), and the CITY OF ENCINITAS S/\NIT/\RY DISTRICT • a General Law City (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 Joint Exercise of Powers Act (Government
code of the State of CaliforniaCode Section 6500 et seq.: hereafter JPA Act): and
WHEREAS, each of the member agencies has the authority and power to collect,
transmit, treat and dispose or reuse wastewater and wastewater treatment byproducts, and to
construct and operate facilities for such purposes; and
WHEREAS, the member agencies recognize the need to operate, maintain and
administer the Encina Joint System on a cooperative basis for the collection, transmission,
treatment, and disposal of wastewater, and the management of wastewater treatment
byproducts; and
WHEREAS, on August 1, 1988, the member agencies entered into a Joint Exercise of
Powers Agreement, which was replaced on November 9. 1994 by a prior Revised Establishment
Document. which this RED is to replace, pursuant to the provisions of Article 11 Chapter 51
division 71 title 1 of the California Government Codethe JPA Act, creating a public agency then .
known as the Encina Administrative Agency (now Operator/Administrator of the Encina Joint
Systeml ; and
WHEREAS, the Joint Exercise of Powers Agreement establishing the fWA----Encina
Wastewater Authority (hereafter EWA) was adopted as a supplement to the "Basic Agreement"
establishing the Encina Joint Powers Authority: and
Jan. 28, 2020 Item #8 Page 25 of 34
WHEREAS, the member agencies desire to revise and condense the Basic Agreement
and have drafted legal documents known collectively as the have since adopted a Revised
Basic Agreement that are to be considered concurrently with this Agreementwas most
recently amended October 22. 2014; and ·
WHEREAS, the member agencies desire to (a) retain the EWA as the
Operator/Administrator of the Encina Joint Powers System and (b) reestablish affirm the
organization, administration, rules, and specific powers of the EWA by entering into a revised
agreement, to be known as the "Revised Establishment Document" ("RED"), separate from
the Revised Basic Agreement ("RBA"), pursuant to Article 1, Chapter s, Division 7, Title 1 of
the California Government Code relating to the joint e)cercise of powers.detailed in the prior
Revised Establishment.
WHEREAS. effective January 1. 2019. Government Code Section 6508.1 requires t he
member agencies to assume responsibility for the EWA's retirement liabilities: and
WHEREAS. Government Code Section 6508.2 permits the member agencies to mutually
agree to apportion the EWA's retirement obligations among themselves. provided the
agreement equals 100 percent of the ioint powers authority's retirement liability: and
WHEREAS. in the absence of an apportionment agreement by the member agencies. the
CalPERS Board of Administration will elect to apportion the EWA's retirement liability among
the member agencies based upon each member agency's "share of service received" from the
EWA or each member agency's population . subiect to challenge by a member agency through
arbitration: and
WHEREAS. the member agencies wish to amend the prior Revised Establishment
Document to eliminate uncertainty in the potential future application of Government Code
Section 6508.2 to the EWA's retirement liability. set forth their mutual agreement regarding
apportionment of 100 percent of the EWA's retirement liability. and provide for timely requests
for amendment of the EWA's contract with CalPERS in accordance with Government Code
Section 20575 to the extent required by law: and
WHEREAS. the member agencies wish to make other nonsubstantive revisions to the
prior Revi sed Establishment Document to correct clerical errors and ensure consistent use of
terminology.
NOW THEREFORE, THE PARTIES HEREToO COVENANT WITH EACH OTHER AS FOLLOWS:
Section 1. Section 1.DEFINITIONS
For the purposes of this RED and the RBA, the following terms shall have the meanings
indicated below:
DOCS 114686-000000/3734025 5
Jan. 28, 2020 Item #8 Page 26 of 34
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, and superseded by the Revised Ba sic Agreement.
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 R~vised Basic Agreement. That agreement by and among Vista, Carlsbad, Buena,
Vallecitos, Leucadia, and Encin itas including all amendments thereto entered into beginning
December 17, 1990-, most recently amended October 22, 2014, and superseding the Basic
Agreement.
Section 2. Section 2.TERMS
2.1 Establishment of Agency: There is hereby established a public agency known as
the Encina Wastewater Authority, herein called the EWA (formerly known as the Encina
Administrative Agency). For the purposes of this agreement, the EWA is a public agency
separate from the parties hereto, but it is the intent of these parties that the EWA be
subordinate to and dependent upon the member agencies in all matters.
2.2 General Duties of the EWA. The EWA shall operate, maintain, and administer
the Encina Joint System utilizing funds contributed by the member agencies and grants
received from the -Ff ederal and ~~tate governments.
2.3 Powers. The EWA shall have the following powers as needed to fulfill its duties:
2.3.1 -2--.-3-,4-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 r.--3--3-To employ agents and employees to operate, maintain,
administer and manage the Joint System;
2.3.4 -2--.-3--4-To incur debts, liabilities or obligations in connection with
the operation, maintenance, administration and management of the Joint System;
DOCS 114686-000000/3734025 5
Jan. 28, 2020 Item #8 Page 27 of 34
2.3.5 ~To sue and be sued in its own name, provided that the EWA
shall not commence or intervene in any lawsuit without the approval of all of its member
agencies, except pursuant to paragraph 2.3 .10 hereof;
2.3.6 rry-6To 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 s~ystem when reconstruction is immediately required to permit the
Joint System to continue to function;
2.3.9 ~To maintain at all times with a responsible insurer or insurers
sufficient insurance against loss or damage to the Joint System or portion thereof, workers'
compensation insurance, and insurance against public liability and property damage;
2.3.10 ~To adopt industrial pretreatment regulations that comply
with federal and state pretreatment regulations. The regulations shall include technically based
local limits, shall be followed by each member agency, shall apply to industrial connections and
groundwater cleanup sites that discharge or have the potential to discharge into the Joint
System, and shall allow the EWA to take enforcement action against dischargers that violate the
regulation;
2.3.11 r.-:3,44To 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 EWA 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 the EWA;
2.3.13 ~To charge and bill the industrial dischargers for their
respective share of the EWA's cost to implement the pretreatment regulations, including
application review, permit issuance, sampling, monitoring, inspection and enforcement costs;
2.3.14 ry:44-to purchase, lease or condemn real property upon such
terms and conditions as approved unanimously by the member agencies;
2.3.15 -rry.45-To operate and maintain other facilities outside the Joint
System as recommended by JAC and in accordance with the EWA executed operation
agreements, or as authorized in the Revised Basic Agreement, which may include budgeting
responsibilities.
DOCS 114686-000000/3734025 s
Jan. 28, 2020 Item #8 Page 28 of 34
2.3.16 ~The powers enumerated herein shall be exercised subject to
the restrictions upon the manner of exercising the powers of the Leucadia County Water
District pursuant to the County Water District Law (Water Code §30000 et seq.).
2.4 z:;:4-Board of Directors. The EWA shall be administered by the governing body of
the EWA which shall be known as the Board of Directors of the EWA, herein called the Board.
Members of the JAC shall serve as the Board.
2.5 m Officers of the Board. The Board shall elect its own officers, which shall
include a Chairman, Vice-E,[hairman, 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 r.5,4Treasurer. The Treasurer shall be appointed by the Board e-f
Directors to serve at the Board's pleasure. The Treasurer shall be the depository and have
custody of all money of the EWA from whatever source. The Board shall appoint the Treasurer
from among the officers and employees of the /\uthorityEWA. The Board may appoint one or
more persons to act as assistants to the Treasurer from among the officers and employees of
the /\uthorityEWA. Upon appointment, an assistant shall be considered an "other officer" of
the EWA under Section 2.5.3 of this RED . The person appointed as Treasurer may
simultaneously hold the office of Auditor.
2.5.2 ~Auditor. The Auditor shall be appointed by the Board e-f
Directors to serve at the Board's pleasure. The Auditor shall draw all warrants to pay demands
against the EWA approved by the Board of Directors. The Board shall appoint the Auditor from
among the officers and employees of the /\uthorityEWA. The Board may appoint one or more
persons to act as assistants to the Auditor from among the officers and employees of the
/\uthorityEWA. Upon appointment, an assistant shall be considered an "other officer" of the
EWA under Section 2.5.3 of the RED. The person appointed as Auditor may simultaneously hold
the office of Treasurer.
2.5.3 r:5ryOther Officers. The General Manager and Attorney for the
EWA shall be appointed by the Board. Subject to the limits of the EWA's approved budget, the
Board shall also have the power to appoint and employ such other officers, consultants,
advisors, and independent contractors as it may deem necessary or convenient for the business
of the EWA, who shall serve at the pleasure of the Board. The public officer, officers, or
persons who have charge of, handle, or have access to any substantial property of the EWA
shall file an official bond in an amount to be fixed by the Board. The General Manager shall
have the power to appoint, promote, demote and remove employees of the EWA subject to the
provisions of the personnel policy of the EWA and the EWA's approved budget.
2.6 Meetings of the Board.
2.6.1 ~Regular Meetings. The Board shall provide for its regular
meetings; provided, however, it shall hold at least one regular meeting per month. The dates,
DOCS 114686-000000/3734025 5
Jan. 28, 2020 Item #8 Page 29 of 34
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 . Al l meetings of the Board, including,
without limitations, regular, adjourned regular, and special meetings, shall be called, noticed,
held, and conducted in accordance with the provisions of the Ralph M. Brown Act (commencing
with Section 54950 of the California Government Code Section 54950).
2.6.3 -r.-6-ryMinutes. The Secretary of the EWA shall cause to be kept
minutes of all meetings of the Board, and shall cause a copy of the minutes to be forwarded to
each member of the Board and to each of the parties hereto member agency.
2.6.4 ~Quorum and Vote. A majority of the Board or their
alternates shall constitute a quorum for the transaction of business; e)ccept that less than a
quorum for the transaction of business; except that less than a quorum may adjourn from time
to time. The affirm ative 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 or 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 or she represents. At any meeting where no regularly appointed
member is represented, each alternative of such regularly appointed member is represented,
each alternative of such regularly appointed member shall have a percentage of vote equal to
one-half of the percentage of capacity of the agency he or she 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 or she
represents.
2.7 :z::aRules . The Board shall adopt rules and regulations, including a conflict of
interest code and a pu rchasing procedure. The Board may, from time to time, review and
revise these rules and regulations as needed.
2.8 ~Budgeting. Annually, the EWA 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.
DOCS 114686-000000/3734025 5
Jan. 28, 2020 Item #8 Page 30 of 34
a. If there is a Member Withdrawal. the withdrawing agency shall
assume responsibility for its share of the EWA's public retirement system liability, determined
in accordance with paragraph c below, on the effective date of the Member Withdrawal. The
EWA shall continue to be responsible for the remaining share of public retirement system
liability.
If there is an EWA Termination Event, each member agency shall
assume responsibility for its share of public retirement system liability, determined in
accordance with paragraph c below. on the effective date of the EWA Termination Event.
c. A member agency's share shall be calcu lated using its allocated
share of EWA's sa laries and benefits in each program. as defined in Section 13 of the RBA.
averaged for the three fisca l years prior to the effective date of such Member Withdrawal or
EWA Termination Event. calculated to adequately fund 100 percent of the termination liability
calculated by CalPERS (otherwise known as termination liability). With respect to a Member
Withdrawal: Recognizing that termination liability may not be determinable at the time that a
member withdraws, prior to withdrawing as a member of the EWA. each member agency shall .
enter into an agreement with the EWA to provide for payment of 100% of its share of the
EWA's retirement liability. In the case of an EWA Termination Event, each member agency.
including, if necessary. a previously withdrawn member agency, shall negotiate in good faith to
enter into a contract with the CalPERS Board of Administration to fund its share of the EWA's
retirement liability by : (i) making annual contributions: or (ii} making a lump-sum payment: or
(iii} providing for payment by any other actuarially sound payment method. Each member
agency agrees to defend and indemnify the others. and the EWA. against any claim that a
member agency or the EWA has not timely met its legally required notice or funding obligations
in the manner agreed upon herein, including the cost of any arbitration resulting from a dispute
arising under Government Code Sections 6508.2 or 20575.
2.11.4 Notice to Public Retirement System. Upon approval of this RED,
and also prior to filing any notice of termination with Cal PERS, the EWA shall provide a copy of
this RED to Cal PERS, as required by Government Code Section 6508.2.
2.12 ~Rescission or Termination. The EWA shall continue as
Operator/ Administrator until such time as the EWA is terminated by written consent of a
majority of the member agencies, evidenced by certified copies of resolutions by their
governing bodies. Upon termination of the EWA and replacement with another
Operator/ Administrator, employees of the EWA shall b.ecome 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 ¥:3:Notices. All notices, statements, demands, requests, consents, approvals,
authorizations, agreements, appointments or designations hereunder shall be given in writing
and addressed to the principal office of the EWA.
DOCS 114686-000000/3734025 s
Jan. 28, 2020 Item #8 Page 32 of 34
2.14 p-44Severabi lity. If any one or more of the terms, provisions, promises,
covenants or conditions of this agreement shal l 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 :z:tl:5: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 f!lember agencies.
2.16 ~Succession. The provisions of t his agreement shall be binding upon and shall
inure to the benefit of the successors of the parties thereto.
2.17 P±t:Approval. This agreement shall be approved as of the date that all of the
member agencies have approved this agreement and the Revised Basic /\greementll,.
IN WITNESS WHEREOF, each party hereto has pursuant to resolution duly passed and
· adopted by their respective governing bodies caused this Revised Establishment Document
RED to be executed effective as of the day and year first above written.
CITY OF VISTA
BY:
MAYOR
CITY OF CARLSBAD
BY:
MAYOR
LEUCADIA WASTE WATER DISTRICT
BY:
PRESIDENT
VALLECITOS WATER DISTRICT
BY:
PRESIDENT
BUENA SANITATION DISTRICT
BY:
CHAIRPERSON
DOCS 114686-000000/3734025 5
ATTEST:
City Clerk
ATTEST:
City Clerk
Jan. 28, 2020 Item #8 Page 33 of 34
CITY OF ENCINITAS
BY:
MAYOR
APPROVED AS TO FORM:
BY:
EWA COUNSEL
DOCS 114686-000000/3734025.5
ATTEST:
City Clerk
Jan. 28, 2020 Item #8 Page 34 of 34