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HomeMy WebLinkAbout35- Water CITY OF SAN DERNA RDINO - REQUEST F01 COUNCIL ACTION From: Cheryl A. Flowers Subject: Resolution Approving a Joint Powers Agreement Creating a Public Agency Dept: Water "Colton/San Bernardino Regional Tertiary Treatment & Water Reclamation Authority", Date: August 18, 1994 between cities of Colton and San Bernardino Synopsis of Previous Council action: NONE Recommended motion: ADOPT RESOLUTION kDAUN UFFIcD 3 AUG 94 2: 52 `Signature Contact person:_Chervl A. Flowers, Assistant General Manager r _ Phone: 384-5393 Supporting data attached: Yes Ward:_ FUNDING REQUIREMENTS: Amount: None Source:(Acct. No.) (Acct. Description) Finance: Council Notes: Agenda Item No. 35 CITY OF SAN BERN IDINO - REQUEST F( I COUNCIL ACTION STAFF REPORT Attached is the Joint Powers Agreement (JPA) between the cities of Colton and San Bernardino for the Regional Tertiary Treatment Facilities (RIX) . The project design is completed, loan applications from the State Water Resources Control Board have been approved and the construction contracts have been awarded. The Santa Ana Watershed Project Authority (SAWPA) has been the lead agency/project administrator since the facilities planning effort began. Once construction is complete, the facilities will be solely owned and operated by the cities of Colton and San Bernardino. To provide for the joint ownership, management and operation of the joint treatment facility, a JPA was determined to be the best alternative to accomplish this action. The Agreement outlines authorities of this new public agency to be known as the "Colton/San Bernardino Regional Tertiary Treatment and Water Reclamation Authority. " The Agreement also establishes, among other things, the powers of the Authority, the duties of the officers, conduct of meetings, budgeting and accounting procedures, and property rights. The JPA Board of Directors will be made up of two representatives from each city, one of whom will be from each party's governing board. The JPA as presented was approved by the Colton City Council on August 2, 1994 and by the Board of Water Commissioners on August 16, 1994. A Resolution of the Mayor and Common Council is attached for approval of the JPA. It is recommended that the Mayor and Common Council adopt a resolution approving the "Joint Exercise of Powers Agreement, Colton/San Bernardino Treatment and Reclamation Authority" . i 0 1 RESOLUTION NO. 2 A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF 3 SAN BERNARDINO APPROVING A JOINT POWERS AGREEMENT CREATING A PUBLIC AGENCY KNOWN AS THE "COLTON/SAN BERNARDINO REGIONAL TERTIARY 4 TREATMENT AND WATER RECLAMATION AUTHORITY" , BY AND BETWEEN THE CITY OF COLTON AND THE CITY OF SAN BERNARDINO. 5 6 WHEREAS, the City of Colton and the City of San Bernardino 7 acting by and through its Board of Water Commissioners, have 8 entered into agreements for the design and construction of a 9 regional tertiary treatment plant, known as the RIX project; and 10 WHEREAS, the parties shall be the owners and operators of said 11 RIX project; and 12 WHEREAS, special legal counsel has developed a Joint Exercise 13 of Powers Agreement (the "Agreement") creating the Colton/San 14 Bernardino Regional Tertiary Treatment and Water Reclamation 15 Authority (the "Authority") pursuant to the provisions of Article 16 I, Chapter 5, Division 7, Title I of the Government Code of the 17 State of California (the "Act") ; and 18 WHEREAS, the Agreement establishes the powers and duties of 19 the Authority for the operation and maintenance of the regional 20 treatment plant. 21 NOW, THEREFORE BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL 22 OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 23 SECTION ONE: That the Mayor and Common Council approve the 24 Agreement, a copy of which is attached hereto, marked Exhibit "A", 25 and incorporated herein by reference as though fully set forth at 26 length herein. 27 SECTION TWO: The Mayor is authorized and directed to execute 28 the Agreement on behalf of the City of San Bernardino. August 25, 1994 — 1 — A RESOLUTION F THE MAYOR AND- COMMON COL_..:IL OF THE CITY OF SAN BERNARDINO APPROVING A JOINT POWERS AGREEMENT CREATING A PUBLIC 1 AGENCY KNOWN AS THE "COLTON/SAN BERNARDINO REGIONAL TERTIARY TREATMENT AND WATER RECLAMATION AUTHORITY" , BY AND BETWEEN THE CITY 2 OF COLTON AND THE CITY OF SAN BERNARDINO. 3 4 SECTION THREE: The authorization to execute the above 5 referenced Agreement is rescinded if the parties of the Agreement 6 fail to execute it within sixty (60) days of the passage of this 7 resolution. 8 I HEREBY CERTIFY that the foregoing resolution was duly 9 adopted by the Mayor and Common Council of the City of San 10 Bernardino at a meeting thereof, held on the it day of , 1994, by the following vote to wit: 12 Council Members: AYES NAYS ABSTAIN ABSENT 13 NEGRETE 14 CURLIN 15 HERNANDEZ 16 OBERHELMAN 17 DEVLIN 18 POPE-LUDLAM 19 MILLER 20 21 Rachel Clark, City Clerk 22 23 The foregoing resolution is hereby approved this 24 day of , 1994. 25 26 Tom Minor, Mayor 27 City of San Bernardino 28 August 24, 1994 — 2 — A RESOLUTION �F THE MAYOR AND COMMON CO%,.tCIL OF THE CITY OF SAN BERNARDINO APPROVING A JOINT POWERS AGREEMENT CREATING A PUBLIC 1 AGENCY KNOWN AS THE "COLTON/SAN BERNARDINO REGIONAL TERTIARY TREATMENT AND WATER RECLAMATION AUTHORITY" , BY AND BETWEEN THE CITY 2 OF COLTON AND THE CITY OF SAN BERNARDINO. 3 4 APPROVED AS TO FORM AND LEGAL CONTENT: 5 JAMES F. PENMAN 6 City Attorney 7 8 By: ` 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 August 24, 1994 — 3 JOINT EXERCISE OF POWERS AGREEMENT COLTON/SAN BERNARDINO TREATMENT AND RECLAMATION AUTHORITY THIS JOINT POWERS AGREEMENT ("AGREEMENT") is made and entered into, to be effective as of the 2nd day of AUGUST , 19 94, (the "Effective Date"), by and between the CITY OF COLTON, a municipal corporation ("COLTON") and the CITY OF SAN BERNARDINv, a municipal corporation, acting by and through its Municipal Water Department and its Board of Water Commissioners ("SAN i BERNARDINO"). COLTON and SAN BERNARDINO are sometimes collectively referred to herein as the "PARTIES". RECITALS A. Each of the PARTIES is a public agency and each is authorized by its governing body and empowered with the other for the joint exercise of powers under Article I, Chapter 5, Division 7, Title 1 of the California Government Code, Section 6500 et sea. B. Each of the PARTIES to this AGREEMENT has the authority and power to construct, operate, use and maintain tertiary wastewater treatment, disposal and water reclamation systems and to create a separate public agency to carry out such power. BCM:pm:07/18194:1781 a "1" C. The ARTIES recognize the necessit; or jointly constructing, operating, using and maintaining tertiary wastewater treatment, disposal and water reclamation systems for the public benefit. NOW, THEREFORE, in consideration of the mutual covenants and the promises of the PARTIES hereto, and the provisions, conditions and terms provided for herein, the ' PARTIES agree as follows: ARTICLE I CREATION AND PURPOSES 1.1 Creation of Public AgeM There is hereby created a public agency known as the "COLTON/SAN BERNARDINO REGIONAL TERTIARY TREATMENT AND WATER RECLAMATION AUTHORITY" (hereinafter referred to as the "AUTHORITY"). The AUTHORITY is formed by this AGREEMENT pursuant to the provisions of Article I, Chapter 5, Division 7, Title 1 of the Government Code of the State of California, Section 6500 et seq. It is the intent of the PARTIES that the AUTHORITY shall be a public agency separate from the PARTIES. " 1.2 Purpose The purpose of this AGREEMENT is to create a public agency to exercise the common powers of COLTON and SAN BERNARDINO to construct, operate, use and maintain tertiary wastewater treatment, disposal and water reclamation systems. BCM:pm:07/18/94:1781 a —2— 0 ARTICLE II POWERS OF THE AUTHORITY 2.1 The AUTHORITY shall have the power, in its own name, to do any and all of the following: a) To make and enter into contracts, leases and other agreements; t b) To employ agents, employees, consultants, advisors, independent contractors, and other staff; ` c) To incur debt, liabilities or obligations; d) To acquire, hold or dispose of property both inside and outside the boundaries of the PARTIES hereto; e) To acquire, construct, manage, maintain and operate any buildings, works or improvements necessary to accomplish the purpose of this AGREEMENT; f) To sue and be sued in its own name; g) To raise revenue by the issuance of bonds, notes, warrants and other evidences of indebtedness to finance costs and expenses incidental to the purpose of the AUTHORITY; h) To contract with the federal or state government and other public agencies; i) To apply. for appropriate grants or loans under any federal, state or local programs for assistance in developing tertiary treatment or water reclamation systems; BCM:pm:07/18/94:1781 a -3- j) To designate committees of the )ard of Directors of the AUTHORITY to serve at the pleasure of the Board of Directors, and to prescribe the manner in which proceedings of such committees shall be conducted; k) To exercise jointly the common powers of the PARTIES to. study, plan, construct, operate, use and maintain tertiary treatment, disposal and water reclamation systems; 1) To invest surplus funds pursuant to Government Code Section 6509.5 (or other applicable state law), in compliance with I Government Code Section 53601. m) To sell or otherwise dispose of any water, wastewater effluent, fertilizer or other by-product resulting from the operation of any project, facilities or system by the AUTHORITY. I ' 2.2 The powers enumerated in paragraph 2.1 above shall be exercised, to the extent not herein specifically provided for, in the manner and according to the methods stated in California Government Code Section 34000 et M., which provided for the government of cities. ARTICLE III EFFECTIVE DATE 3.1 This AGREEMENT shall commence on the Effective Date and the AUTHORITY shall be created as of that date, which is hereinabove indicated. BCM:pm:07/18/94:I78 h 3.2 In & -.vent any additional.public agenc, %comes a member of the r AUTHORITY after its formation, all of the existing members and the prospective member shall execute a memorandum specifying the obligations of the prospective member for contributions towards past or present AUTHORITY expenditures. 3.3 Not later than thirty (30) days following the Effective Date of this 1 AGREEMENT (or any amendment-hereto adding a prospective member as a member of the AUTHORITY) the AUTHORITY shall notify the Secretary of State of California of this AGREEMENT, including (i) the name of the AUTHORITY, (ii) the Effective Date i of this AGREEMENT, and (iii) the purpose of the AUTHORITY and its powers under this AGREEMENT. ARTICLE IV GOVERNING BODY 4.1 This AGREEMENT and the AUTHORITY created hereby shall be administered by the governing body of the AUTHORITY, which shall be known as the "Board of Directors" of the AUTHORITY. All of the power and authority of the AUTHORITY shall be exercised by the Board of Directors, subject to the reserved right of the PARTIES with regard to approval of the proposed budgets and assumption of financial obligations, as provided in paragraph 8.5 below. 4.2 Each PARTY hereto shall act within thirty (30) days of the Effective Date to designate and appoint, by resolution of its governing body, two individuals, one of whom shall be a member of such PARTY's governing body, to act as that PARTY's BCM:pm:07/18/94:I781a -5- representatives on th( )ard of Directors of-the AUTHOI Y. Each member of the Board of Directors shall serve at the pleasure of the governing body of the appointing PARTY and may be removed at any time, with or without cause, in the sole discretion of the appointing PARTY'S governing body. In the event that the governing body of a PARTY acts to replace its appointed representatives, the appointed replacements shall be made up of at least one representative from the governing body for the PARTY. 4.3 The vote, assent or approval of the PARTIES in any matter requirir.g such vote, assent or approval hereunder shall be evidenced by a certified copy of the i resolution or a minute order of the governing body of each PARTY, filed with the AUTHORITY. 4.4 For purposes of this Agreement, pursuant to Article IX of the Charter of the City of San Bernardino, San Bernardino's "governing body" shall be its Board of Water Commissioners, and all authority of San Bernardino hereunder shall be exercised on its behalf by its Board of Water Commissioners. ARTICLE V CONDUCT OF MEETINGS 5.1 The Board of Directors of the AUTHORITY shall establish a principal business office for the AUTHORITY and a regular meeting schedule for the Board of Directors, which shall meet no less frequently than once per month. At its first meeting, the Board of Directors shall determine by resolution the time and place of holding its regular meeting, which place shall be within the territorial jurisdiction of either COLTON BCM:pm:07/I8/94:1781a —6— or SAN BERNARDII Notice of regular meetings shall ; furnished in writing, by mail, to each member of the Board of Directors, and to the governing board of each PARTY to this AGREEMENT, and to any person who has filed with the AUTHORITY a written request for notice. Special meetings may be called at the request of the president of the Board or at the request of a majority of the Board of Directors. 5.2 Notice of regular and special meetings of the Board and Committees shall be provided in accordance with the provisions of the Ralph M. Brown Act, which may be amended from time to time and is set forth in the California Government Code, Section 54950 et sec (the "Brown Act"). 5.3 All meetings of the Board of Directors and Committees shall be open to the public and shall be held and conducted in accordance with the provisions of the Brown Act. 5.4 The quorum necessary for the transaction of AUTHORITY business shall consist of at least one representative from each PARTY. All actions of the Board shall be approved by a unanimous vote of the PARTIES. Each Director of the Board shall be entitled to one vote. 5.5 The Board of Directors may adopt, from time to time, such rules and regulations for the conduct of its affairs as may be required. 5.6 If authorized by law and the PARTIES to this AGREEMENT, the Board members may be compensated for attendance at all regular and special meetings of the Board or of any committee of the AUTHORITY and shall be reimbursed for actual expenses when incurred in the performance of duties and in accordance with adopted BCM:pm:07/18/94:1781a -7- policies establishing r°-,S for reimbursement.. Absent sucl- reement of authorization by the PARTIES, Board Members compensation shall be the sole responsibility of the i party appointing the member. ARTICLE VI OFFICERS; DUTIES; BONDS 6.1 The Board of Directors shall select from its members, its own officers, including a president, vice president, secretary and treasurer. f 6.2 The Board of Directors shall select a controller or auditor, which person may be either the treasurer or a party from the same public agency as the treasurer. The controller or auditor shall secure audits of AUTHORITY records (to be conducted pursuant to the provisions of Section 10.4 of this AGREEMENT) and draw warrants to pay demands against the AUTHORITY, as the same may be approved by the president of the Board of Directors, or such other person as the Board of Directors may designate. 6.3 Any officer may be removed from the office held (but may not be removed as a Director), either with or without cause, by majority vote of the Board of Directors, at any regular or special meeting. 6.4 The Board of Directors shall have the power to appoint such additional officers and hire such employees and assistants as may be appropriate. Any officer of the Board of Directors may also be an officer, agent or employee of the PARTIES. 6.5 Each and all of the officers shall perform such duties and shall have such powers as the Board of Directors, may from time to time determine. BCM:pin:07/18/94:178 1 a -8- 6.6 The n of each office shall be a maximL of two (2) years. It shall be a policy of the Board of Directors to encourage the rotation of the offices among the members of the Board of Directors. 6.7 The Secretary of the AUTHORITY shall cause to be kept the minutes of all regular and special Board of Directors' meetings and committee meetings and shall cause a copy of these minutes to be forwarded to each of the PARTIES hereto, along with copies of all ordinances and resolutions enacted. 6.8 The Treasurer of the AUTHORITY shall be the depository and shall have custody of all money of the AUTHORITY from whatever source. The responsibilities of the Treasurer shall include: a) To receive and prepare receipts for all money of the AUTHORITY and to properly deposit same to the credit of the • AUTHORITY. b) To obtain an official bond for the safekeeping and disbursement of all AUTHORITY funds entrusted to the Treasurer. This requirement can be satisfied by endorsement for the benefit of AUTHORITY to any existing bond of the Treasurer, held by one of the PARTIES. C) To pay all sums payable on outstanding bonds, coupons or debts of the AUTHORITY as presented by the auditor or controller of the AUTHORITY. d) To act, if so designated, as controller of the AUTHORITY. BCM:pm:07/18/94:I781a —9— e) To prepare quarterly-reports to the RTIES indicating monies held by the AUTHORITY, the amount of receipts received for the quarter and amounts disbursed during the quarter. f) To create and maintain a reserve fund, which contains sufficient funds to maintain itself on an actuarially sound basis, and which shall be used to pay losses that may be incurred as a result of the proper conduct of the AUTHORITY under this AGREEMENT. 6.9 All of the privileges and immunities from liability, exceptions from ` laws, ordinances and rules, all pension, relief, disability, worker's compensation and other benefits that apply to the activities of officers, agents, or employees of any PARTY, while performing their respective functions for that PARTY, shall apply to the activities of the officers, agents, or employees of the AUTHORITY, when they are engaged in performance of any function or duty arising under or from this AGREEMENT. ARTICLE VII BUSINESS OFFICE AND STAFF 7.1 The Board of Directors shall establish the location of the AUTHORITY's business office. 7.2 The Board of Directors may, from time to time, change the location of the AUTHORITY's business office and/or utilize the secretarial, clerical and BCM:pm:07/18/94:1781a -10- administrative service -)f either PARTY or third parties, w" appropriate reimbursement for the same, or employ its own personnel to provide such services. ARTICLE VIII GENERAL ADMINISTRATIVE BUDGET 8.1 As soon as possible after the formation of the AUTHORITY, at the first meeting of the Board of Directors and annually in the month of April, a general administrative budget shall be adopted by the Board of Directors. The budget shall be prepared in sufficient detail to constitute an operating outline for contributions to be made by the PARTIES and expenditures to be made during the ensuing year for construction, operation, administration, and for projects, programs, planning, study, debt service (if any) and reserves. The general administrative budget shall be applicable to matters of benefit to all parties and shall be adopted by the Board of Directors, subject to ratification by the PARTIES pursuant to paragraph 8.5 below. Until such time as the ratification process has been completed, the budget shall constitute a proposed budget. 8.2 If a PARTY fails or refuses to approve any general administrative budget of the AUTHORITY within sixty (60) days of the approval of the Board of f Directors, said budget shall be returned to the AUTHORITY for restudy and/or revision. In the event a general budget acceptable to all of the PARTIES is not obtained prior to the start of a fiscal year, the AUTHORITY shall continue to operate at the level of I expenditure authorized by the last approved general budget and the PARTIES shall be obligated to promptly contribute their pro rata share thereof to the AUTHORITY. BCM:pm:07/I8/94:I781 a —11— 8.3 Eacr nual budget shall provide for pr(- .ta contributions by each participating PARTY, to be based upon the amount of wastewater delivered by each PARTY to the tertiary treatment and reclamation facilities constructed and operated by the AUTHORITY. 8.4 The contribution of each PARTY to the general administrative budget of the AUTHORITY:shall be due, payable and delivered to the AUTHORITY within thirty (30) days after receipt of a billing from the AUTHORITY. To the extent permitted by state law, unpaid, past due contributions shall bear interest at the legal rate of interest established by the Board of Directors from the due date to the date paid. 8.5 Each PARTY expressly possesses and reserves to itself final and ` absolute discretion to approve or disapprove, prior to commitment, any and all expenditures or other financial obligations of the AUTHORITY, other than approved budgeted items, insofar as such expenditures or obligations are, or shall be chargeable against such PARTY. All general administrative budgets and specific project budgets (Article IX, below) shall be subject to prior approval by each PARTY if such budgets impose any financial liability on such PARTY. After approval, all expenditures within the designations and limitations of the general budget shall be made on approval of the Treasurer or the AUTHORITY, provided, however, that expenditures in excess of Five Thousand Dollars ($5,000.00) shall be approved by the Board of Directors at its regular meeting. BCM:pm:07/18/94:1781a -12- ARTICLE IX SPECIFIC PROJECTS 9.1 For matters not deemed to be of general benefit to all PARTIES (Article VII above), the AUTHORITY shall function through the identification and implementation of "specific projects". A specific project may involve less than all of the PARTIES of the AUTHORITY, provided that no member shall be involved without that PARTY's approval. A separate project budget and written project agreement of the PARTIES consenting to participating in a specific project shall be established for each specific project. The budget and agreement shall determine the respective obligations, functions and rights of the PARTIES involved, and of the AUTHORITY. Members of the Board of Directors representing the PARTIES who will be involved in the financing and implementing of these specific projects shall constitute a "Project Committee" of the AUTHORITY for the purpose of adnihnistering and implementing the specific project. ARTICLE X ACCOUNTING 10.1 The fiscal year of the AUTHORITY shall be from July 1 to the next following June 30. 10.2 Full books and accounts shall be maintained for and by the AUTHORITY in accordance with practices established by or consistent with those utilized by the Controller of the State of California for like public agencies. In particular, the AUTHORITY and the Treasurer of the AUTHORITY shall strictly comply with the 13CM:pm:07/18/94:1781a —13— e requirements of the s, rtes governing joint.-powers agenc._�, Chapter 5, Division 7, Title I.-of the Government Code, commencing with Section 6500. 10.3 The Treasurer shall prepare a quarterly report in accordance with Section 6.8(e) and submit the report for the approval of the Board of Directors at its regular meeting. 10.4 The records and accounts of the AUTHORITY shall be audited annually by an independent certified public accountant, acting pursuant to generally accepted auditing standards and the requirements of Government Code Section 6505. Copies of each audit report shall be filed with the County Auditor, and each PARTY of the AUTHORITY no later than fifteen (15) days after receipt of the audit by the Board of Directors. The costs of the audit shall be paid from the general administrative budget. i 10.5 Each PARTY shall have the right to independently audit the records and accounts of the AUTHORITY. The cost and expense of the audit shall be borne by the PARTY seeking such audit. ARTICLE M PROPERTY RIGHTS 11.1 To the extent that any funds received by the AUTHORITY from any PARTY are used for the acquisition or construction of specific projects, the same shall be allocated annually on the books of the AUTHORITY to the credit of the contributing PARTY. BCM:pm:07119/94:1781a -14- ARTICLE XII WITHDRAWAL OR DISSOLUTION 12.1 Any PARTY of the AU'T'HORITY shall have the right to withdraw its membership upon serving written notice of its intention on all other PARTIES at least one hundred and twenty (120) days before the end of any fiscal year; provided, however, that no such withdrawal shall relieve the withdrawing PARTY from financial obligations previously incurred by it under this AGREEMENT. i 12.2 Upon withdrawal of a PARTY from. the AUTHORITY or upon dissolution of the AUTHORITY, there shall be a partial or complete distribution of assets 1 and discharge of liabilities as follows: a) The withdrawing PARTY shall receive its proportionate (based on contribution), or otherwise defined (e.g., by other agreement of the PARTIES), share of the assets of the AUTHORITY (or equivalent value thereof) within a reasonable time after withdrawal. The withdrawing party shall contribute its proportionate or negotiated share towards the discharge of any enforceable liabilities incurred by the AUTHORITY as the i same appear on the books of the AUTHORITY. A withdrawing PARTY may receive its distribution of assets "in kind" or following the sale of assets, the proceeds of which may be distributed either at the time of withdrawal or at the BCM:pm:07/18/%:1781a —15— time of dissolution. Any distribL i of assets shall occur only after the discharge of all enforceable liabilities. b) Upon dissolution of the AUTHORITY, each PARTY shall receive its proportionate share (based on each PARTY's contribution) or negotiated share (as determined by other agreements of the PARTIES) of the assets of the AUTHORITY (or equivalent value thereof) within a reasonable time after dissolution. Each PARTY shall contribute its proportionate or negotiated share towards the discharge of any enforceable liabilities incurred by the AUTHORITY. Any distribution of Massets shall occur only after the discharge of all enforceable I liabilities. E 12.3 Notwithstanding the above, the Board of Directors may, prior to termination of this AGREEMENT and upon dissolution of the AUTHORITY or withdrawal of any PARTY, allocate any portion of the proceeds of revenue-producing facilities constructed pursuant to this AGREEMENT as a return or repayment of funds previously advanced or as a distribution of profits. BCM:pm:07/18194:178la -16- ARTICLE XIII LIABILITIES 13.1 Except as otherwise expressly provided for herein, the debts, liabilities and obligations of the AUTHORITY shall be the debts, liabilities and obligations of the AUTHORITY alone, and not of the PARTIES to this AGREEMENT. ARTICLE XIV TERM- RESCISSION OR TERMINATION 14.1 This AGREEMENT shall remain in effect and the AUTHORITY shall continue to fulfill its purpose and exercise its powers until terminated by agreement of the PARTIES or the withdrawal of the PARTIES resulting in only one remaining PARTY. 14.2 This AGREEMENT may be extended or terminated by written consent of the PARTIES evidenced by certified copies of resolutions of their governing bodies. ARTICLE XV ARBITRATION 15.1 If a dispute arises as to the construction, interpretation or implementation of any portion of this AGREEMENT, the issues in dispute or matters requiring action shall be submitted to binding arbitration in accordance with the provisions of Title 9, Part 3, of the California Code of Civil Procedure (Section 1280 through Section 1288.8, as amended), or any successor statute. BCM:pm:07/18/94:1781a —17— C, ARTICLE XVI NOTICES 16.1 Notices under this AGREEMENT shall be sufficient if addressed to the principal office of each of the PARTIES hereto and shall be deemed given two (2) days after deposit in the U.S. Mail, first-class postage prepaid. Alternatively, notice shall be deemed delivered upon receipt of confirmation of transmittal by electronic communication equipment. ARTICLE XVH MISCELLANEOUS 17.1 The paragraph headings herein are for convenience only and are not to be construed as modifying or governing language in the paragraphs. 17.2 This AGREEMENT shall be binding upon and shall inure to the benefit of the successors of the PARTIES. 17.3 If any one or more of the terms, provisions, promises, covenants or conditions of this AGREEMENT shall be judged invalid, unenforceable, void or voidable, to any extent and for any reason 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. 17.4 The PARTIES shall not assign any rights or obligations under this AGREEMENT without the written consent of the other PARTIES. BCM:pm:07/18/94:178 1 a -18- 17.5 The 1 1TIES agree, each on the request L .ne other, to execute and deliver.any additional documents necessary or desirable to carry out the intent of this AGREEMENT. 17.6 The laws of the State of California shall govern the interpretation of this AGREEMENT and shall be applied to any dispute arising hereunder. IN WITNESS WHEREOF, the PARTIES have executed this AGREEMENT on the day and year hereinafter indicated. CITY OF COLTON Dated: By: Ciiylffaniger ATTEST: By: Qom/ City Clerk APPROVED AS T FORM: B ity Attorn y (Signatures continued on page 20) BCM:pm:07/18/94:1781a -19- CITY OF S. BERNARDINO Dated: By: Mayor ATTEST: By: 1City Clerk APPROVED AS TO FORM AND CONTENT: By: k City Attorney CITY OF SAN BERNARDINO MUNICIPAL WATER DEPARTMENT ` Dated: �— �(Q —�� By: I President Board of Water Commissioners By: SecrefiLry Board of Water Commissioners BCM:pm:07/18/94:1781& -20-