HomeMy WebLinkAbout1994-05-10; Municipal Water District; 245; Water Agencies Health Benefits AuthorityCARLSBAD MU’- ‘ZIPAL WATER DISTRICT - f^ENDA BILL
AB##& TITLE:
MT& 5-10-94
DEPT. HR
RECOMMENDED ACTION:
APPROVAL OF AGREEMENT WHICH CREATES THE
ASSOCIATION OF CAUFORNIA WATER AGENCIES
HEALTH BENEFITS AUTHORITY
Adopt Resolution No. I? 31 approving agreement which creates the
Association of California Water Agencies (ACWA) Health Benefits
Authority.
I JTEM EXPLANATION:
The ACWA Health Plan Insurance Trust (HPIT) covers all City employees
who were “grandfathered” into the Carlsbad Municipal Water District
(CMWD) benefits package. Due to recent changes in California law,
ACWA’s Health Plan Insurance Trust can no longer provide unique health
benefit plans to its member agencies. The ACWA Board and the HPIT’s
trustees have agreed to terminate the HPIT and to establish the ACWA
Health Benefits Authority in its place. This joint powers authority is
not subject to the limitations recently imposed on the HPIT and similar
association-sponsored plans.
By forming the Health Benefits Authority, ACWA will be able to
continue to provide the health benefit plans enjoyed by its public
agency members. The attached Joint Exercise of Powers Agreement
will join the City of Carlsbad to the Health Benefits Authority which
replaces the ACWA HPIT.
In order for the health coverage enjoyed by the former Carlsbad
Municipal Water District employees to remain in effect beyond May 31,
1994, the attached Joint Exercise of Powers Agreement must be
received by the Health Benefits Authority prior to May 15, 1994.
FISCAL IMPACT:
The conversion from the ACWA HPIT to the ACWA Health Benefits
Authority will have no fiscal impact. The current health benefit cost
projections for former CMWD employees will not be affected by this
change.
I EXHIBITS:
1. Resolution No. 3 3 /
2. Joint Exercise of Powers Agreement
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1 RESOLUTION NO. 871
2 A RESOLUTION OF THE CARLSBAD MUNICIPAL WATER DISTRICT
OF CARLSBAD, CALIFORNIA, APPROVING THE AGREEMENT 3 WHICH CREATES THE ASSOCIATION OF CALIFORNIA WATER
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6 WHEREAS, the Board of Directors of the Carlsbad Municipal
7 Water District has considered the contract document entitled “Joint
a Exercise of Powers Agreement Creating the Association of
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1. California Water Agencies Health Benefits Authority” and finds it in
11 the best interest of the District to become a party to said
I2 agreement and to obtain health benefits coverage for the eligible
13 employees and dependents of the District in the manner and for the
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15 considerations provided by the Agreement; and
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WHEREAS, a complete and true copy of said Agreement is on
file with the clerk of the governing body;
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19 NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of
20 the Carlsbad Municipal Water District, as follows:
21 1. That the above recitations are true and correct.
22 2. 23 That the Agreement referred to in the recitals above is
24 incorporated in this resolution by reference.
25 3. That the Board of Directors of the Carlsbad Municipal
26 Water District will obtain health benefits coverage, effective
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2a June 1, 1994, from the Health Benefits Agency created by the
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Agreement and by bylaws, policies, and agreements which are
subsididry hereto.
PASSED, APPROVED, AND ADOPTED at a special meeting of the
Board of Directors of the Carlsbad Municipal Water District held on
the 10th day of Mav J994, by the following vote, to
wit:
AYES: Board Members Lewis, Stanton, Kulchin, Nygaard and Finnila
NOES: None
ABSENT: None
A-I-I-EST:
Ll+k!aAdh
ALETHA L. RAUTENKRANZ, Secre&
(SEAL)
. . . .
Joint Exercise of Powers Agreement
Creating the
Association of California Water Agencies
Health Benefits Authority
THIS JOINT EXERCISE OF POWERS AGREEMENT (the "Agreement") dated as of May 1, 1994, is made and entered into in the County of Sacramento, State of California, by and among water districts and agencies organized and existing under the laws of the State of California, hereinafter collectively referred to as the "AgenciesV1 and individually as an "Agency" which are parties signatory to this agreement and listed in Appendix "A", which is attached hereto and made a part hereof. Said Agencies are sometimes referred to herein as ttparties.ll
RECITALS
WHEREAS, Section 6500 et seq. of the Government Code of the State of California (the "JPA Act") provides that two or more public agencies may by agreement jointly exercise any power common to the contracting parties; and
WHEREAS, Section 989 et seq. of the Government Code of the State of California (the ltInsurance Act"), more particular Section 990.4 thereof, provides that a local public entity may self-insure, purchase insurance through an authorized carrier, or purchase insurance through a surplus line broker, or any combination of these; and
WHEREAS, Section 990.8 of the Insurance Act provides that two or more local entities may, by a joint powers agreement, prov insurance for any purpose by any one or more of the methods specified in Section 990.4 of the Insurance Code; and
ide
WHEREAS, all parties to this Agreement previously participated in or were eligible to participate in the ACWA Health Plan Insurance Trust for the purpose of pooling their purchasing needs for a Health Benefit Plan;
WHEREAS, the Association of California Water Agencies Health Plan Insurance Trust (HPIT) is terminating its health benefit plans and the parties to this Agreement desire to establish this Joint Exercise of Powers Agreement as its successor for the purpose of providing health benefit coverage;
WHEREAS, each of the parties to this Agreement desire to join together with the other parties for the purpose of pooling their purchasing needs for health benefit coverage for their employees to provide said employees with a comprehensive Health Benefit Plan at a lower cost than might be available generally to the parties individually; and
WHEREAS, it appears economically feasible and practical for the parties to this Agreement to do so;
NOW, THEREFORE, for and in consideration of all of the mutual benefits, covenants and agreements contained herein, the parties hereto agree as follows:
ARTICLE l--Definitions
The following definitions shall apply to the provisions of this Agreement:
"Agency" or "Agencies" or "Member" shall mean those entities of local government empowered by law to replenish ground waters, distribute, control, treat, develop, acquire, use, store or supply water or empowered by laws to protect, drain or reclaim lands within the State of California, including but not limited to irrigation districts, California water districts, municipal water districts, county water districts, municipal utility districts, drainage, water replenishment and reclamation districts, flood control and water conservation districts, which are signatories to this Agreement, including any amendments thereto,and which are members of the Association of California Water Agencies. t'Agencyl' or "Agencies" also include the Association of California Water Agencies.
"Authority" shall mean the Association of California Water Agencies Health Benefits Authority.
"Board of Trustees" or "Board" shall mean the governing body of the Authority.
"Contributions" shall mean any health insurance premium or cash contribution required to maintain or fund the Health Benefit Plan.
"Health Benefit Plan" or "Health Benefit Coverage" shall mean the health insurance plan, whether insured or non-insured, which is provided to the employees of participating Agencies.
"Insurance and Personnel Committee" shall mean the Insurance and Personnel Committee of the Association of California Water Agencies.
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wTrusteew or wTrusteeslf shall mean a duly appointed member or members of the Board of Trustees.
ARTICLE a--Purposes
This Agreement is entered into by the Agencies pursuant to Sections 990.4, and 990.8 of the Government Act and Section 6500 et seq. of the JPA Act in order to enable those Agencies to pool their purchasing needs to provide their employees with comprehensive and economical health benefit coverage.
This purpose shall be accomplished through the exercise of the powers of such Agencies jointly in the creation of a separate entity, the Association of California Water Agencies Health Benefits Authority (the tlAuthorityll), to combine the employees of the participating Agencies collectively into a single pool for the purposes of negotiating and purchasing health benefit coverage and to provide various administrative activities relative to the management of the pool and purchasing of insurance, including, but not limited to, billing participating Agencies for premiums, making premium payments to the insurance carrier and determining eligibility for coverage of individual employees and their dependents.
It is also the purpose of this Agreement to provide for the Authority to be the successor to the Association of California Water Agencies Health Plan Insurance Trust in order to provide Health Benefit Coverage to its participating Agencies and to be the recipient of any Health Benefit Plan assets, as determined by the Trustor, remaining after dissolution of the Trust and the conclusion of the affairs of the Trust.
It is the further purpose of this Agreement to provide, to the extent permitted by law, for the inclusion at a subsequent date of such additional agencies organized and existing under the laws of the State of California who qualify as an Agency as may desire to become parties to the Agreement and members of the Authority.
ARTICLE 3--Parties to the Agreement
Each party to this Agreement certifies that it intends to and does contract with all other parties who are signatories of this Agreement and, in addition, with such other parties as may later be added as parties to and signatories of this Agreement pursuant to Article 13. Each party to this Agreement certifies that the deletion of any party from this Agreement, pursuant to. Articles 14 and 15 shall not affect this Agreement nor such party's intent to contract as described above with other parties to the Agreement then remaining. Each party to the Agreement must at all times participate in the Health Benefit Plan.
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ARTICLE 4--Term of Agreement
This Agreement shall become effective as of May 1, 1994, and be in full force and effect and a legal, valid and binding obligation of each Agency at 12:Ol a.m., Pacific Daylight Savings Time, that submits to the Board an executed counterpart of this Agreement, together with a certified copy of a resolution of the governing board of each such initial Agency approving this Agreement and the execution and delivery hereof, and shall continue until and unless terminated as hereinafter provided.
Within 30 days after the effective date of this Agreement or any amendment hereto, the Board will cause a notice of this Agreement or amendment to be prepared and filed with the office of the Secretary of State of the State of California and the county clerk of each county in which the Authority maintains an office, as applicable, in the manner set forth in Section 6503.5 of the JPA Act and Section 53051 of the Government Code of the State of California.
ARTICLE 5--Creation of Authority
Pursuant to Section 6500 et seq. of the JPA Act, there is hereby created a public entity separate and apart from the parties hereto, to be known as the l'Association of California Water Agencies Health Benefits Authority". As provided in the JPA Act, the Authority shall be a public entity separate from each of the Agencies. The debts, liabilities and obligations of the Authority shall not constitute debts, liabilities or obligations of any of the Agencies.
ARTICLE 6--Powers of Authority
(a) The Authority shall have the powers common to Agencies and is hereby authorized to do all acts necessary for the exercise of said common powers, including, but not limited
to,
(1)
(2)
(3)
(4)
(5)
any of the following:
To make and enter into contracts;
To incur debts, liabilities or obligations;
To employ agents and employees;
To acquire, hold or dispose of property, contributions and donations of property, funds, services and other forms of assistance from person, firms, corporations and governmental entities;
To receive, collect and disburse monies;
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(6) To sue and be sued in its own name; and
(7) To exercise all powers necessary and proper to carry out the terms and provisions of this Agreement, or otherwise authorized by law.
(b) Except as otherwise provided herein, such powers shall be exercised subject only to such restrictions upon the manner of exercising such power as are imposed upon any participating agency in the exercise of similar powers, as provided in Section 6509 et seq. of the JPA Act.
Notwithstanding the foregoing, the Authority shall have any additional powers conferred under the JPA Act, the Insurance Act or other applicable law, insofar as such additional powers may be necessary to accomplish the purposes set forth in Article 2 hereof.
ARTICLE 7--Board of Trustees
(a) The Authority shall be governed by the Board of Trustees which is hereby established and which shall be composed of seven trustees, as follows:
(1)
(2)
(3)
(4)
(5)
The chair of the Insurance and Personnel Committee if that person represents a party to this Agreement; otherwise, the Insurance and Personnel Committee shall elect one of its members who represents a party to this Agreement to be the trustee from the Committee.
The chair of the Finance Committee of the Association of California Water Agencies if that person represents a party to this Agreement; otherwise, the Finance Committee shall elect one of its members who represents a party to this Agreement to be the trustee from the Committee.
A member of the Board of Directors of the Association of California Water Agencies representing a party to this Agreement that is located in a rural area of the State of California.
A member of the Board of Directors of the Association of California Water Agencies representing a party to this Agreement that is located in an urban area of the State of California.
The president of the Association of California Water Agencies if that person represents a party to this Agreement; otherwise, a person appointed by the president from the Association of California Water Agencies Board of Directors who represents a party to this Agreement.
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(b)
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(d)
(e)
(f)
(6) The vice president of the Association of California Water Agencies if that person represents a party to this Agreement; otherwise, a person appointed by the vice president from the Association of California Water Agencies Board of Directors who represents a party to this Agreement.
(7) The Executive Director of the Association of California Water Agencies.
The trustees from the Association of California Water Agencies Board of Directors (numbers 3 and 4 above) shall be elected from that board by the members of that board.
Each trustee shall serve until a successor is appointed or elected.
Each trustee shall have one vote.
In any instrument in writing,in the name of the Authority, the trustees shall be bound by the signatures of any four trustees, and all persons, partnerships, corporations and associations may rely thereon that such instrument has been duly authorized in accordance with this Agreement unless otherwise authorized by resolution of the Authority.
To the extent permitted by law, no trustee shall be liable for any action on good faith taken or omitted nor for any act or omission of any other trustee. The Authority shall indemnify and hold harmless the Trustees to the extent and in the amounts provided by the laws of the State of California from and against all claims, damages and losses, and expenses arising out of the performance by the trustees of any duty or responsibility undertaken or performed in connection with the obligations of the trustees arising out of the Agreement. The funds of the Authority shall be used to defend, indemnify and hold harmless the Authority and any Trustee for actions taken within the scope of the Authority. Notwithstanding any provision of the Agreement, the Authority shall have the right to purchase insurance to provide coverage for its trustees and employees with respect to the foregoing.
ARTICLE 8-- Powers of the Board of Trustees
Subject to their powers of allocation and delegation set forth elsewhere in this Agreement and to Article 6 hereof, the Board of Trustees of the Authority shall have exclusive authority to. control and manage the operation and administration of the Authority and its assets. The Board of Trustees may exercise all lawful powers appropriate to the exercise of their authority hereunder, including the following powers and functions:
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(a)
(b)
(cl
(d)
(e)
(f)
(9)
(h)
(i)
Cj)
To pay all Authority expenses, including, without limitation, insurance premiums and operation expenses;
To determine and select all insurance to be made available to the parties to this agreement and necessary to carry out the programs of the Authority. The determination shall include the scope of such plans;
To establish contribution rates for Agencies and to modify those rates from time to time. Such contribution rates shall be sufficient to provide for insurance premiums to the insurance carrier, Authority expenses, and a reasonable Authority reserve not to exceed the maximum reserve permitted by law;
Upon recommendation of the Insurance and Personnel Committee, to establish such rules and regulations as may be necessary in administering the business of the Authority;
To borrow money to carry out the purposes of the Authority and to pledge, assign or hypothecate any of the Authority assets to secure such loan;
To accept, compromise, arbitrate or otherwise settle any obligation, liability or claim involving the Authority, including, but not by way of limitation, any claim for contributions or other sums payable hereto, and to enforce or contest any other obligation, liability or claim by appropriate legal proceedings if, in the sole discretion of the trustees, it is in the interest of the Authority to do so, or to assign any such claim and allow the assignee to institute legal or arbitration proceedings in its own name to enforce collection;
To require any person with obl igation or rights hereunde to furnish, or permit an audit of, any reasonable information, data and document s that are pertinent in verifying the accuracy of contribution and acting upon claims for benefits under the Health Benefit Plan, or wh are otherwise pertinent in administering the Authority;
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To publish, file and distribute all reports required by law;
To determine all questions relating to eligibility for benefits, how benefits will be provided and similar questions. Such determinations shall be binding on all persons, except as may otherwise specifically be provided herein or in regulations duly adopted by the Board;
To retain or employ attorneys, accountants, actuaries, office personnel, professional administrators and consultants and other suitable agents and employees;
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(k)
(1)
(m)
(n)
(0)
(P)
(9)
(r)
To exercise all powers granted under any insurance contract purchased with Authority funds;
To decline or terminate the participation of an Agency in the Health Benefit Plan if there are repeated delinquencies or other failures to comply with the terms of the Health Benefit Plan, this Agreement or the bylaws provided for in Article 18;
To enforce all obligations of Agencies to make contributions to the Authority by any means the Authority deems appropriate and to collect such contributions at such rates as may be established from time to time by the Board;
To adopt uniform, specific, reasonable and diligent collection procedures with respect to delinquent Agencies;
To cause to be prepared the operating budget of the Authority for each fiscal year;
To receive and review periodic accounting of all funds under Articles 11 and 12 of this Agreement;
To conduct on behalf of the Authority all business of the Authority which the Authority may conduct under the provisions hereof and pursuant to law;
To implement such other powers and functions as are provided for in this Agreement or in the bylaws.
ARTICLE g--Meeting of the Board of Trustees
(a) Meetings. The Board shall provide for its regular, adjourned regular and special meetings or upon call of the Chair of the Authority; provided, however, that it shall hold at least one regular meeting annually as set forth in the bylaws.
lb) Minutes. The Secretary shall cause minutes of regular, adjourned regular and special meetings to be kept and shall, as soon as possible after each meeting, cause a copy of the minutes to be forwarded to each member of the Board. Copies of such minutes shall be available on request to the parties to this Agreement.
(c) Quorum. A majority of the Board shall constitute a quorum for the transaction of business, except that less than a quorum may adjourn from time to time. A vote of the majority present at any duly constituted Board meeting shall be sufficient to constitute action by the Board except as otherwise specifically set forth in this Agreement or in the bylaws.
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(d) Compliance with the Brown Act. including, All meetings of the Board, without limitation, regular, adjourned regular and special meetings, shall be called, noticed, held and conducted in accordance with the provisions of the Ralph M. Brown Act, Sections 54950 et seq. of the Government Code of the State of California, or any successor legislation thereto (the "Brown Act").
ARTICLE lo--Officers of the Authority
(a)
(b)
(cl
(d)
Chair and Vice Chair. The Board shall elect from its members a Chair and Vice Chair of the Authority biannually in the fall of odd-numbered years thereafter. In the event the Chair or Vice Chair so elected ceases to be a member of the Board, the resulting vacancy in the office of Chair or Vice Chair shall be filled at the next regular meeting of the Board held after such vacancy occurs. In the absence or inability of the Chair to act, the Vice Chair shall act as Chair. The Chair, or in his or her absence the Vice Chair, shall preside at and conduct all meetings of the Board.
Secretary. The Board shall designate a Secretary who shall be responsible for all minutes, notices and records of the Authority and shall perform such other duties as may be assigned by the Board of Trustees.
Auditor/Controller. The Board shall designate from its members or employees or the treasurer of one of the contracting parties, or such other person as required by the JPA Act, an Auditor/Controller who shall have the duties set forth in Articles 11 and 12 of this Agreement.
Treasurer. The Board shall designate from its members or employees or the treasurer of one of the contracting parties, or such other person as required by the JPA Act a Treasurer who shall have the powers, duties and responsibilities specified by Section 6505.5 of the JPA Act, as described in Articles 11 and 12 of this Agreement.
ARTICLE 11--Accounts and Records
(a) Annual Budget. The Board shall annually adopt an operating budget prepared pursuant to Article 8 (01 of this Agreement.
(b) Funds and Accounts. The Treasurer of the Authority shall establish and maintain such funds and accounts as required by the Board and as required by generally accepted auditing standards. Books and records of the Authority in the hands of the Treasurer shall be open to any inspection at all
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(d)
reasonable times by authorized representatives of Agencies as otherwise required by law.
Treasurer's Report. The Treasurer, within 120 days after the close of each fiscal year, shall give a complete written report of all financial activities for such fiscal year to the Board and make copies of such report available to parties to this Agreement on request.
Annual Audit. The Auditor/Controller shall provide for a certified, annual audit of the accounts and records of the authority, which audit shall be made by a certified public accountant and shall conform to generally accepted auditing standards. A report thereof shall be filed as a public record in the office of the Authority. Such report shall be filed within six months of the end of each year or years under examination.
ARTICLE 12--Responsibility for Monies
(a)
(b)
(c.)
The Treasurer of the Authority shall have the custody of and disburse the Authority's funds. The Treasurer shall have the authority to delegate the signatory function of the Treasurer to such persons as are authorized by the Board.
A bond in the amount determined adequate by the Board shall A bond in the amount determined adequate by the Board shall be required for all officers and personnel who have charge be required for all officers and personnel who have charge of, handle, of, handle, or have access to any property of the or have access to any property of the Authority, Authority, such bond to be paid for by the Authority. such bond to be paid for by the Authority.
The Treasurer of the Authority shall assume the duties required by the JPA Act as may be amended, including the following duties:
(1)
(2)
(3)
(4)
(5)
To receive and acknowledge receipt for all money of the Authority and to place it in the treasury of the Authority;
To be responsible upon his or her official bond for the safekeeping and disbursement of all the Authority's money so held by him or her;
To pay, when due, out of money of the Authority so held by him or her, all sums payable on outstanding bonds and coupons of the Authority;
To pay any other sums due from the Authority;
To verify and to report in writing on the first day of
July, October, January and April of each year to the Authority and, on request, to Agencies the amount of money held for the Authority, the amount of receipt
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since the last report and the amount paid out since the last report.
(d) All funds received by the Authority hereunder shall be invested by the Board of Trustees in any instrument declared by state law to be permissible as an investment for any local public agency in the State of California or deposited in such bank or banks as the Board may designate for that purpose, and all withdrawals shall be made only by check signed by not less than two individuals with signatory authority as authorized by the bylaws of the Authority or unanimous vote of the Board.
ARTICLE 13--New Members
The Authority may allow entry into its programs to any Agency that requests Health Benefits Coverage through the Authority and that meets the requirements specified in Article 1 in the definition of "Agencyft or "Agencies". Qualifying entities may be added as parties to this Agreement and become Agencies upon (i) the filing by the entity of an executed Appendix A to this Agreement, together with a certified copy of the resolution of the governing body of such entity approving this Agreement and the execution and delivery hereof; and (ii) adoption of a resolution of the Board approving the addition of such entity as an Agency. Upon satisfaction of such conditions, the Board shall file such executed Appendix A of this Agreement as an amendment hereto, effective upon such filing.
ARTICLE 14--Withdrawal
An Agency may withdraw as a party to this Agreement by providing written intention of withdrawing to the Secretary at least 60 days prior to the proposed effective date of the withdrawal. Any such withdrawal shall be effective only upon receipt of the notice of withdrawal by the Board which shall acknowledge receipt of such notice of withdrawal in writing and shall file such notice as an amendment to this Agreement effective upon the proposed filing date, or such other date as the Board may designate in order to bring such notice of withdrawal in compliance with the terms hereof.
ARTICLE 15--Cancellation
(a) Notwithstanding any other provision of this Agreement, the Board shall have the right to cancel any Agency's participation in the Health Benefit Plan of the Authority if the Agency is more than 30 days in arrears in the payment of monthly contributions for Health Benefit Coverage.
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(b) Notwithstanding any other provision of this Agreement, the participation of any Agency, including participation in the programs of the Authority, shall cease and be cancelled automatically whenever such Agency's membership in the Association of California Water Agencies ceases. Such automatic cancellation shall not relieve the Agency of its responsibilities as provided for in Article 16 (b).
ARTICLE 16--Effect of Withdrawal or Cancellation
(a) The withdrawal or cancellation of any Agency from this The withdrawal or cancellation of any Agency from this Agreement shall not terminate this Agreement and an Agency Agreement shall not terminate this Agreement and an Agency by withdrawing or being cancelled pursuant to Articles 14 by withdrawing or being cancelled pursuant to Articles 14 and 15 shall not be entitled to payment or return of any and 15 shall not be entitled to payment or return of any contribution, contribution, consideration or property paid, or donated by consideration or property paid, or donated by the Agency to the Authority, the Agency to the Authority, or to any distribution of or to any distribution of
assets.
(b) The withdrawal or cancellation of any Agency pursuant to Articles 14 and 15 shall not terminate its responsibilities with respect to the payment of its share of contributions due or in arrears at the time of such withdrawal or cancellation.
ARTICLE 17--Termination and Distribution.
(a) This Agreement may be terminated by the written consent of three-fourths of the Agencies, provided, however, that this Agreement and the Authority shall continue to exist for the purposes of concluding all functions necessary to wind up the affairs of the Authority.
lb) The Board is vested with all powers of the Authority for the purpose of winding up and dissolving the business affairs of the Authority.
Cc) Upon termination of this agreement, all assets of the Upon terminat ion of this agreement, all assets of the Authority sha Authority shall be distributed only among those parties .ll be distributed only among those parties that have bee that have been signatories hereto during the 12 months n signatories hereto during the 12 months preceding the preceding the date upon which the written consent required date upon which the written consent required by paragraph by paragraph (a) hereof was determined to have been (a) hereof was determined to have been completed by the Board. completed by the Board. The Board shall determine such The Board shall determine such distribution within six months after all other business of distribution within six months after all other business of the Authority has been concluded.
ARTICLE la--Termination of the Authority
The Authority may be terminated or its powers changed, restricted or eliminated by the Board of Trustees along with the written consent of the majority of the Agencies.
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ARTICLE 19--Provision for Bylaws and Manual
As soon as practicable after the first meeting of the Board of Trustees, the Board shall cause to be developed Authority bylaws and other governing documents deemed necessary by the Board. The bylaws shall be adopted by two-thirds vote of the Board. Each party to the Agreement shall receive a copy of the bylaws and other such governing documents.
ARTICLE 20--Notices
Any notice or instrument authorized or required to be given or delivered pursuant to this Agreement shall be deemed to have been given or delivered when the same is deposited in any United States Post Office, postage prepaid, or is shipped by United Parcel Service, addressed to the principal office of the respective Agency and shall be deemed to have been received by the Agency to whom the same is addressed at the expiration of three business days after deposit in the United States Post Office or delivery to or pick up at the Authority's principal office by United Parcel Service.
ARTICLE 21--Amendment to the Agreement
Except as provided by Article 13 hereof, this Agreement may be amended by the Board of Trustees along with the written consent of a majority of the Agencies.
ARTICLE 22--Agreement Not Exclusive
This Agreement shall not be exclusive and shall not be deemed to amend or alter the terms of other agreements between any of the Agencies, except as the terms of this therewith, in which case the terms of prevail.
ARTICLE 23--Conflict of Interest Code
The Board by resolution shall adopt a as required by law.
Agreement shall conflict this Agreement shall
Conflict of Interest Code
ARTICLE 24--Prohibition Against Assignment
No Agency may assign any right, claim or interest it may have under this Agreement and no creditor, assignee or third party beneficiary of any Agency shall have any right, c 'laim or title or any part, share, interest, fund, premium or as set of the Authority, except as otherwise provided for under Article 8 (e).
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ARTICLE 25--Counterparts
This Agreement may be executed by the Agencies in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.
ARTICLE 26--Choice of Law
This Agreement shall be governed by the laws of the State of California.
ARTICLE 27--Severability
If one or more clauses, sentences, paragraphs, provisions or articles of this Agreement shall be held to be unlawful, invalid or unenforceable, it is hereby agreed by the Agencies that the remainder of the Agreement shall not be affected thereby.
ARTICLE 28--Headings
The titles of articles and paragraphs of this Agreement are for convenience only, and no presumption or implication of the intent of the parties as to the construction of this Agreement shall be drawn therefrom.
ARTICLE 29--Agreement Complete
The foregoing constitutes the full parties. There are no oral unders forth in writing herein.
ARTICLE 30--Adoption
and complete Agreement of the tandings or agreements not set
The parties to this Agreement evidence their adoption of this Agreement by (1) executing Appendix A, which is attached to and made a part of this Agreement and (2) by providing the Authority a copy of a formal resolution from its governing body adopting the Agreement as of May 1, 1994, or such later date as specified in its resolution.
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Appendix A
IN WITNESS WHEREOF, the following Agencies have adopted this Agreement in its entirety as of May 1, 1994, or such later date as is specified in its resolution, as evidenced by the authorized signature set forth below and by a formal resolution from its governing body provided to the Authority:
DATE: May 11, 1994 CARLSBAD MUNICIPAL WATER DISTRICT
Agency/District
BY:
CLAUDE A. LEWIS, President
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