Loading...
HomeMy WebLinkAbout1989-03-14; City Council; Resolution 89-78* II a c ., 1 2 3 4 5 RESOLUTION NO. 89-78 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, SAN DIEGO COUNTY, CALIFORNIA, APPROVING A SEPARATE AGREEMENT PURSUANT TO THE 39TH SUPPLEMENT TO THE BASIC AGREEMENT CREATING THE ENCINA WATER POLLUTION CONTROL FACILITY AND APPROVING THE JOINT EXERCISE OF POWERS AGREEMENT CREATING THE ENCINA FINANCING JOINT POWERS AUTHORITY 6 Thirty-Ninth Supplement To Basic Agreement To Provide For Allocation of 7 WHEREAS, the City of Carlsbad (the "City), has entered into the pertaining to the Encina Joint Sewer System (the "39th Supplement"); and 9 Capacity And Costs Of Phase IV Expansion dated December 13, 1988 8 10 WHEREAS, Section 6 of the 39th Supplement requires the City to 11 16 agency and EAA; and 15 payment of such amount pursuant to a separate agreement between each 14 capacity of the Encina Joint Sewer System or to otherwise guarantee the 13 payment of the City's share of certain costs required to increase the 12 deposit certain amounts with the Encina Administrative Agency ("EAA") for proposed that the Authority issue its revenue bonds secured by installment 28 the Encina Financing Joint Powers Authority (the "Authority"), and it is 27 Buena Sanitation District and the Leucadia Water District, which creates 26 attached hereto, by and among the City of Carl sbad, the City of Vista, the 25 the Joint Exercise of Powers Agreement (the "JPA Agreement"), Exhibit B 24 WHEREAS, there has been presented to the City Council the form of 23 agreement within the meaning of Section 6 of the 39th Supplement; and 22 between EAA and the City which is intended to serve as the separate 21 and there is attached hereto as Exhi bit A the form of letter agreement 20 5, Division 7, Title 1 of the Government Code of the State of California 19 the creation of a joint powers authority pursuant to Article 1, Chapter 18 share of the costs plus payment of any other authorized costs by means of 17 WHEREAS, the City chooses to provide payment of all or part of its . 0 c I finance any other authorized costs; and 3 purchase each members respective share of the increased capacity and tc 2 payments of the respective members of the Authority to provide funds tc 4 WHEREAS, the JPA Agreement requires the City to appoint a director 5 7 execution of the Agreement. €5 and alternate director to the Board of the Authority within 30 days of the NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of 8 Carlsbad, as follows: 9 1. The Separate Agreement to the 39th Supplement (Exhibit A) hereb) lo 32. approved in substantially the form presented, subject to such minor, 1 for and on behalf of the City their execution to constitute conclusive 2o City Clerk are hereby authorized and directed to execute said Agreement l9 be approved by the City Manager and the City Attorney, and the Mayor ana 18 tially the form presented, subject to such minor, technical changes as ma) 17 2. The JPA Agreement (Exhibit B) is hereby approved in substan- 16 evidence of the approval of any such changes. l5 deliver said agreeinent to the EAA their execution to constitute conclusive l4 to execute said separate Agreement for and on behalf of the City and to l3 Attorney, and the Mayor and City Clerk are hereby authorized and directed l2 technical changes as may be approved by the City Manager and the Ci t) 21 22 23 24 25 26 27 evidence of the approval of any such changes. 3. The City Council appoints Eric Larson as director anc John Mamaux as alternate director to the Board of the Authority. 4. This resolution shall take effect immediately upon the adoptior thereof. 28 e t 1 PASSED, APPROVED AND ADOPTED by the Carlsbad City Council at i 2 NOES: None 5 AYES: Council Members Lewis, Pettine and Larson 4 following vote, to wit: 3 regular meeting thereof held on the 14th day of March , 1989, by thl 6 7 ABSENT: Council Members Kulchin a 8 9 10 ATTEST: 11 ALWRAu<,$A*A 12 13 14 (SEAL) 15 16 17 18 19 1 2o I1 21 22 23 ' 24 25 26 27 28 * @ EXHIBIT A 1200 ELM AVENUE TELE CARLSBAD, CA 92008-1989 (619) 4 - - " CaitQ of Marlsbnb FINANCE DEPARTMENT March 14, 1989 Encina Administrative Agency 62000 Avenida Encinas Carl sbad, Cal i forni a 92009 Ladies and Gentlemen: This letter is in reference to that certain Thirty-Ninth Supplement To Basic Agreement To Provide For A1 location of Capacity And Costs Of Phase IV Expansion dated as of December 13, 1988 (the "39th Supplement") by and among the cities of Carlsbad and Vista, the Buena Sanitation District, the San Marcos County Water District, Leucadia County Water District and the Encinitas Sanitary District. Pursuant to Section 6 of the 39th Supplement, each member is to deposit its share of the cost of the en1 argement of the Encina Water Pollution Control Facility with the Encina Administrative Agency ("EAA") or shall guarantee such payment in accor'dance with the provisions of a separate agreement between each Agency and the EAA. Said Section 6 requires such deposits to be made or agreements approved, prior to advertisement of Phase 1V.construction contracts. Pursuant to this letter, the City of Carlsbad hereby agrees with the EAA to provide payment of its share of said costs as set forth in the 39th Supplement, by means of the issuance of revenue bonds of the Encina Financing Joint Powers Authority ('IEFJPA"), a joint powers authority entered into among the cities of Carlsbad and Vista, the Buena Sanitation District and the Leucadia County Water District for the express and limited purpose of issuing revenue bonds to provide for payment of each member agency's respective share of the cost of Encina Water Pollution Control Facility expansion and improvements. It is contemplated that each member will enter into an installment purchase agreement with EFJPA secured by certain sewer system revenues to provide repayment of the bonds. Bond proceeds shall be invested consistent with the restrictions found in Section 53601 of the Government Code of the State of California or the investment pol icy of the EFJPA, whichever is more restrictive. Further, the City agrees to bear a1 1 risk of investment loss related to the portion of bond proceeds attributable to the City's share of the project. In the event of such loss, the City agrees (as all other agencies have agreed) to pay to EAA the amount of such shortfall upon demand therefor. Upon recordation of a Notice of Completion of the project EAA will return to the EFJPA any unencumbered funds due to the EFJPA member agencies . ., 0 e This commitment with EAA to provide the City‘s share of cost is subject to tht completion of all necessary legal proceedings for the creation of the join1 powers authority and the issuance of revenue bonds thereby and the satisfactiol of all conditions precedent thereto. It is our intention that EFJPA will providt the EAA with_& deposit required by the 39th Supplement in accordance with tht financing documents on terms to be negotiated with EAA consistent with tht requirements of the bond financing and prior to the award of constructiot contracts. P1 ease indicate your acceptance of this letter agreement and its conformity wi tl the requirements of the 39th Supplement by executing this letter in the spat! provided below and returning a copy to me at your early convenience. Very truly yours, clyYLsB 7, D / / /’ .4 i/ /f., &///T/<.? ;& i. /’ ,. ; ,+y,dw L, 1 This 1 etter agreement is hereby accepted in accordance with Section 6 of the 39tl Supplement. Encina Administrative Agency By : Its: ., 0 # EXHIBIT E - - _” JOINT EXERCISE OF POWERS AGREEMENT CREATING THE ENCINA FINANCING JOINT POWERS AUTHORITY San Diego County, California ., 0 m JOINT EXERCISE OF POWERS AGREEMENT CREATING THE ENCINA FINANCING JOINT POWERS AUTHORITY San Diego County, California - - __~ THIS AGREEMENT is made and entered into as of the 1st day of February, 1989, by and among the following parties: (a) City of Carlsbad, a municipal corporation, organized and existing pursuant to the Constitution and laws of the State of California ("Carlsbad"). (b) City of Vista, a municipal corporation, organized and existing pursuant to the Constitution and laws of the State of California ("Vista"). (c) Leucadia County Water District, a public corporation, organized and existing pursuant to Division 12 of the Water Code of the State of California ("Leucadia"). (d) Buena Sanitation District, a public corporation, organized and existing pursuant to Division 6 of the Health and Safety Code of the State of California ("Buena"). REGLTAHS: A. The parties to this agreement hereto have and possess the power and authorization to acquire, construct and operate facilities to provide for the collection, treatment and disposition of wastewater, including appurtenances and appurtenant works in connection therewith. B. Each of the parties has a present and future need for the collection, treatment and disposition of wastewater for the benefit of the respective districts. C. Each of the parties is authorized to contract with each other for the joint exercise of any common power under Article 1, Chapter 5, Division 7, Title 1 of the Government Code of the State of California. COVENANTS In consideration of the mutual promises and covenants herein contained, the parties hereto agree as follows: 2934n/2062/019 -1- 0 W PURPOSES AND POWERS 1, Agency Created, There is hereby created a public entity to be known as the "Encina Financing Joint Powers Authorityw.,._The Authority is formed by this agreement pursuant to the provisions of Article 1, Chapter 5, Division 7, Title 1 (commencing at Section 6500) of the Government Code of the State of California. The Authority shall be a public entity separate from the parties hereto. 2. Purpose of the Aareement: Common Power to be Exercised. Each Member has in common the power to plan for, acquire, construct, maintain, repair, manage, operate and control facilities to provide for the collection, treatment and disposition of wastewater, appurtenances and appurtenant work in connection therewith, or to purchase capacity in any such facilities (the "Facilities"). The purpose of this agreement is to jointly exercise the foregoing common powers in the manner hereinafter set forth. The primary purpose of the Authority will be to issue bonds and use the bond proceeds to acquire wastewater treatment capacity ("Capacity") in or otherwise finance improvements to the Encina Water Pollution Control Facility ("EWPCF") and to pay financing and administrative costs in connection with such bonds and the administration of this agreement. It is contemplated the Authority will finance the acquisition of such capacity and improvements pursuant to installment purchase agreements to be entered into with each Member relating to its proportionate share of such capacity. The installment purchase payments to be received from each Member will be used to pay the principal and interest on the Authority's bonds. 3. Powers. The Authority shall have the power in its own name to do any of the following in connection with pursuing the purposes stated in Section 2 above: (a) To exercise jointly the common powers of its Members in studying and planning ways and means to provide the Facilities. (b) To prepare and support legislation that may be necessary to carry out this agreement. (c) To make and enter into contracts. (d) To contract for the services of engineers, attorneys, planners, financial consultants, and to employ such other persons, as it deems necessary. (e) To provide for the acquisition, construction, management, maintenance and operation of the Facilities or Capacity necessary to carry out the purposes os this agreement. 2934n/2062/019 -2- 0 m (f) To acquire (whether by lease, purchase or lease purchase), hold and dispose of real and personal property. (-9) To incur debts, liabilities, or obligations which are not+e debts, liabilities or obligations of the parties hereto. (h) To sue and be sued in its own name. (i) To apply for an appropriate grant or grants under any Federal, State or local programs for assistance in developing any of its programs subject to the limitations herein set forth. (j) To exercise any of the powers set forth in Section 6588 of the California Government Code. In exercising the foregoing powers the Authority is subject to the restrictions upon the manner of exercising the powers of general law cities. 4. Definitions. For the purpose of this agreement, the following words shall have the following meanings: (a) "Agreement" means this joint exercise of powers agreement. (b) "Authority" means the Encina Financing Agency Joint Powers Authority formed pursuant to this agreement. (c) "Board" or "Board of Directors" means the governing body of the Authority. (a) "Capacity" means the meaning specified in Section 2 hereof. (e) "Director" means any director or alternate representing a Member. (f) "Member" means each of the members that become a signatory to this agreement, including any public entity executing an addendum of the original agreement as hereinafter provided. (9) "Original Member" means Carlsbad, Vista, Leucadia and Buena. (h) "Fiscal Year" means July 1st to,and including the following June 30th or any other fiscal year selected by the Authority. 2934n/2062/019 .I -3- e e (i) “Facility” or “Facilities” means any real or personal property, building, works or improvements financed by the Authority to carry out the purposes of this agreement. - - ” ORGANIZATION 5. MembershiR. The Members of the Authority shall be the Original Members hereto and such other public entities as may execute this agreement or any addendum hereto as provided in Section 34, and which have not, pursuant to the provisions hereof, withdrawn herefrom. 6. Names. The names, particular capacities, and addresses of the Members at any time shall be as set forth in this agreement and in any addendum hereto or in any amendment hereof or of any such addendum. 7. Desianation of Directors. Within thirty (30) days after the execution of this agreement by the Original Members, each Member shall designate and appoint, by resolution of its governing board, one person from its governing board to act as its Director on the Board. Each Member shall also appoint from its governing board one alternate Director for each Director appointed, whose name shall be on file with the Board and who may assume all rights and duties of the absent Director for whom that person is the appointed alternate Director. The Directors appointed shall be a member of the Board of Directors or City Council, as the case may be, of the Member. Each Director shall hold office from the first meeting of the Board after appointment by the respective legislative bodies until a successor is selected. Each Director shall serve at the pleasure of the legislative body of its appointing Member and may be removed at any time, with or without cause, at the sole discretion of such legislative body. A Director shall not receive compensation from the Authority for services, however, a Director may be reimbursed for reasonable expenses incurred in the conduct of the business of the Authority. 8. Principal Office. As provided by law, the principal office of the Authority shall be designated by the Board. The Board is hereby granted full power and authority to change said principal office from one location to another within the boundaries of one of the Members. 9. Meetinas. The Board shall meet at the principal office of the Authority or at such other place as may be designated by the Board. The time and place of regular meetings of the Board shall be determined by resolution adopted by the Board, a copy of such resolution shall be furnished to each party hereto. Regular, adjourned and special meetings shall be called and held in the manner as provided in Chapter 9, Division 2, Title 5 of the Government Code of the State of California (commencing at Section 54950). 2934n/2062/019 -4- 0 Q 10. Quorum. Any three Directors of the Authority shall constitute a quorum for the purpose of the transaction of business relating to the Authority. Unless otherwise herein provided actjon can be taken at any meeting of the Board by the vote of any three Directors. 11. Powers and Limitations Thereon. All of the power and authority of the Authority shall be exercised by the Board, subject, however, to the reserved right of the Members as herein set forth. Unless otherwise provided herein, each Director shall be entitled to one vote and a vote of any three of the Directors of the Authority qualified to vote shall be sufficient for the adoption of any motion, resolution or order and to take any other action deemed appropriate to carry forward the objectives of the Authority. 12. Minutes. The secretary of the Authority shall cause to be kept minutes of regular, adjourned regular and special meetings of the Board, and shall cause a copy of the minutes to be forwarded to each Director and to each of the Members hereto. 13. By-laws, Rules and Reaulations. The Board may adopt from time to time such by-laws, rules and regulations for the conduct of its affairs as it may deem necessary. 14. Fssent,of Members. The assent or approval of a Member in any matter requiring the approval of the legislative body of the Member shall be evidenced by a certified copy of the resolution of the legislative body filed with the Authority. 15. Qfficers. There shall be selected from the Membership of the Board, a chairperson and a vice chairperson and a secretary. The combined office of treasurer and controller of the Board shall be the Finance Director of the City of Carlsbad. The treasurer shall be the depositary and have custody of all money of the Authority from whatever source. The controller shall draw all warrants and pay demands against the Authority approved by the Board. In addition, the Board shall have the power to appoint such additional officers as it deems necessary. The chairperson and vice chairperson shall hold office for a period of one year comme,ncing July 1st of each Fiscal Year or until the Board appoints new officers, whichever event is later; provided, however, the first chairperson, vice chairperson and secretary appointed shall hold office from the date of appointment to June 30, 1989. Any officer, employee or agent of the Board may also be an officer, employee or agent of any of the Members. The public officer or officers or persons who have charge of, handle, or have any access to any property of the Authority shall be bonded and the amount of their bond shall be designated and fixed in the budget for each Fiscal Year, which may be covered.by bonds of a Member. All other staff functions of the Authoriky shall be provided by Carlsbad, under the direction of its City Manager. 2934n/2062/019 -5- 0 e All of the privileges and immunities from liability, exemption from laws, ordinances and rules, all pension, relief, disability,.worker's compensation and other benefits which apply to the-activity of officers, agents, or employees of any of the MembiTs when performing their respective functions shall apply to them to the same degree and extent while engaged in- the performance of any of the functions and other duties under this agreement. None of the officers, agents, or employees appointed by the Board shall be deemed by reason of their subject to any of the requirements of such Members. - employment by the Board to be employed by any of the Members or BUDGETS AND PAYMENTS 16. General Budcret. Within sixty (60) days after the first meeting of the Board, a general budget for the balance of the Fiscal Year and the ensuing fiscal year shall be adopted. The initial budget and each succeeding budget shall include but not be limited to the following: (a) the general administrative expenses of the Authority to be incurred during the period covered by the budget; and (b) the allocation among the Members of the amounts necessary to cover the general budget expenditures. After the first full Fiscal Year, at or prior to each June meeting of the Board, a general budget shall be adopted for the ensuing Fiscal Year. 17. Effect of Failure of Approval of a General Budcret. If, after one hundred twenty (120) days from the first consideration of a general budget, the budget fails to attain the required vote of the Directors, the approving Director(s) may treat the refusal of a Director to approve the budget as a request by a Member represented by such a Director to withdraw from the Authority, and if there are only the Original Members, such withdrawal would constitute a termination of the Agreement, except as provided in Section 32 hereof. Upon giving the Members represented by nonapproving Directors thirty (30) days' prior written notice, the remaining Members may proceed with the adoption of a revised budget and the nonapproving Members shall be deemed to have withdrawn from the Authority (except as provided in Section 32 hereof) and shall not be obligated for future debts of the Authority nor shall they receive any benefits of the Authority. Any withdrawing Member shall pay its share of all costs incurred with respect to the Authority and any Facility prior to said withdrawal. 18. Maintenance and Operation of Facilities. Except in connection with the exercise of any rights of remedies pursuant to any documents pertaining to the issuance of revenue bonds by the Authority, the Authority shall not maintain or operate any Facilities, it being the intent of the Members that the Authority act solely to finance Members' shares of,cost of Facilities or Capacity. _I 2934n/2062/019 -6- e e 19. Expenditures for the Approved audset, All expenditures within the designations and limitations of approved budgets shall be made on the authorization of the Board. Neexptnditutes in excess of those budgeted shall be made without the approval of the Director(s) representing the Member affected by the budget under consideration, 20. Payment of Amounts Due. Except as hereinafter provided., amounts required to be paid by any Member shall be due and payable sixty (60) days after receipt of billing therefor. Any Member not paying the amount due on time shall pay a late charge of one percent (1%) of the principal amount due for each month or fraction thereof that the payment is delinquent, BOND FINANCIN(3 21. Revenue Bonds. The Board shall have the power and authority to issue revenue bonds for the purposes and in accordance with the procedure and requirements set forth in Article 2, Chapter 5, Division 7, Title I oE the Government Code of the State of California (commencing at Section 6540), or a3 an alternative in accordance with the procedures and, requirements set forth in Article 4, Chapter 5, Division 7, Title 1 of the Government Code of the State of Caifotnia (comencing at Section 6584). FACILITIES CONSTRUCTION 22. Acquisition and Construction of Facilities. No Facilities-shall be acquired or constructed by the Board unles the Board has made pro;ision for the financing thereof. Other than in connection with the purchase of capacity or other financing oE Facilities relating to the EWPCF (and the exercis of. any rights or remedies pursuant to financing documents therefor), the Authority shall not own or operate any Facilities. MAINTENANCE AND OPERATION OF FACILITIES 23. Maintenance and Operation of Facilities, The Authority shall not maintain and/or operate any Facility to be acquired or constructed pursuant in whole or in part to Authority financing except to the extent provided for in any bond finance documents, If the Authority is to maintain and/o operate the Facility, it shall do 80 in an efficient and economical manner and in a manner not detrimental to the Members, The parties recognize that capacity acquired in the EWPCF will be maintained and operated by the Encina Administrative Agsncy. -1 2934n/2062/019 -7- 0 ACCOUNTING AND AUDITS 24. Accountina Procedures. Full books and accounts shall be maintained for the Authority in accordance with practices established-by, or consistent with, those utilized by the Controller-of-.the State of California for like public entities. In particular, the Authority's controller and treasurer shall comply strictly with requirements of the statute governing joint powers agencies, Chapter 5, Division 7, (commencing at Section 6500). Title 1 of the Government Code of the State of California 25. Audit. The records and accounts of the Authority shall be audited annually by an independent certified public accountant and copies of the audit reports shall be filed with the County Auditor, the State Controller and each participating Member within six (6) months of the end of the fiscal year under examination. PROPERTY RIGHTS 26. Facilities. All Facilities constructed or acquired by the Authority shall be held in the name of the Authority for the benefit of the Members of the Authority in accordance with the terms of this Agreement. 27. Distribution of Assets and Termination of Authoritv. To the extent that any funds (or property in lieu of funds) received from any Member are used for the acquisition or construction of Facilities, the same shall be recorded on the books of the Authority to the credit of the contributing Member. Upon termination or dissolution of the Authority, the Facilities and any funds in possession of the Authority at such time shall be distributed in kind or sold, and the proceeds thereof distributed to the Members at the time of termination as their interests are recorded on the books of the Authority. Notwithstanding the foregoing, capacity acquired by the Authority in the EWPCF and sold to each Member shall vest in the name of each Member, to the extent of its proportion of the Capacity purchased upon termination or dissolution of the Authority unless title thereto shall have been conveyed to such Member at an earlier date. 28. Liabilities. Any liability incurred by the Authority during the course of its existence shall be discharged from payments to be made to the Authority by the parties in proportion to their approved participation in Facilities of the Authority for which the liability is attributable. Except as hereinbefore provided, the debts, liabilities and obligations of the Authority shall be the debts, liabilities or obligations of the Authority alone and not of the parties to this agreement. :I . 2934n/2062/019 -8- e NOTICE OF AGREEMENT 29. Initial Notice. Within thirty (30) days of the effective date of this Agreement the Authority or Carlsbad on behalf of the Authority shall cause a notice of the Agreement to be prepiam in the manner set forth in Section 6503.5 of the California Government Code and filed with the Office of the Secretary of State. 30. Additional Notices. Within thirty (30) days of the effective date of any amendment to this Agreement the Authority shall prepare and file with the Office of the Secretary of State the notice required by said Section 6503.5. TERMINATION, RESCISSION. WITHDRAWAL 31. Term. The Authority shall continue until this Agreement is rescinded or terminated as herein provided. 32. Rescission or Termination. This Agreement may be rescinded and the Authority terminated by written consent of all Members or as provided in Section 17 hereof; provided, however, there are no outstanding bond or other debt or lease obligations of the Authority. 33. Withdrawal. Any Member may withdraw from the Authority at any time upon giving each of the other Members written notice 120 days prior to the end of a Fiscal Year; provided, however, any withdrawing Member shall be obligated for all expenses incurred prior to withdrawal. NEW MEMBERS. AMENDMENTS 34. Admission of New Member%. Additional public entities may become Members of the Authority upon such terms and conditions as may be provided by the Board, evidenced by the execution of a written addendum (including an addendum to Exhibit A hereto) to this Agreement signed by all of the Members including the additional Member. 35. Amendments. This Agreement may be amended only by agreement signed by all of the Members. GENERAL 36. Attornev's Fees. In the event an action is commenced by any party to this Agreement to enforce or construe its rights or obligations arising from this Agreement, the prevailing party in such action, in addition to any other relief and recovery awarded by the Court, shall be entitled to recover all statutory costs plus a reasonable amount for attorney's, engineer's and consultant's fees in regard thereto. ,... : ,/ 2934n/2062/019 -9- * e 37. Notice. Any notice or instrument required to be given or delivered may be given or delivered by depositing the same in any United States Post Office registered or certified, postage prepaid, -.. addressed to: - "" City of Carlsbad 1200 Elm Avenue Carlsbad, CA 92008 Attn: James F. Elliott, Finance Director City of Vista 600 Eucalyptus Vista, CA 92084 Attn: Frank Rowlen, Finance Director Leucadia County Water District 1960 La Costa Avenue P 0 Box 2397 Carlsbad, CA 92009 Attn: Candie Chaffin, Finance Director Buena Sanitation District Liquid Waste Division 5454 Ruffin Road, Second Floor San Diego, CA 92123 Attn: Dale Hoffland, Department of Public Works - 38. Severance Clause. If any section, subsection, sentence, clause or phrase of this Agreement, or the application thereof, to any of the Members for any other person or circumstances, is for any reason held invalid, the validity of the remainder of the Agreement, or the application of such provision to the other Members, or to any other person or circumstances, shall not be affected thereby. Each of the Members hereby declares that it would have entered into this Agreement, and each section, subsection, sentence, clause or phrase thereof, irrespective of the fact that one or more sections, subsections, sentences, clauses or phrases, or the application thereof, to any Member or any other person or circumstance be held invalid. 2934n/2062/019 :I -10- * e IN WITNESS WHEREOF, the parties have hereunto set their hands and seals by their respective Corporate officers thereunto, duly authorized, the day and Year first above written. . -.- - cImfp&D & By: 4$#@~] /; /+q5-cy aayor ' i '-i ATTEST: - City Clerk CITY OF VISTA By: Mayor ATTEST: City Clerk BUENA SANITATION DISTRICT By: Chairman ATTEST : Secretary LEUCADIA COUNTY WATER DISTRICT By: President ATTEST : Secretary 2934n/2062/019 :-/ -11-