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Resolution No. 8814 . 1 2 3 RESOLUTION NO. 8814 4 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN AMENDMENT AND COMPLETE RESTATEMENT OF SOUTHEAST WATER COALITION JOINT POWERS AGREEMENT WITH VARIOUS GOVERNMENTAL AGENCIES 5 6 7 WHEREAS, the Southeast Water Coalition ("SEWC") was created 8 in 1991 in response to the inaction by the United States Environmental 9 Protection Agency to commence clean-up of the San Gabriel Basin and the 10 Whittier Narrows area, the outlet of the San Gabriel Basin into the 11 Central Basin; and 12 WHEREAS, on February 21, 1995, the City Council of the City 13 of Vernon adopted Resolution No. 6589 approving (i) the execution of a 14 Joint Powers Agreement ("JPA") effective as of July 1, 1991, that 15 created the SEWC and (ii) the execution of an Amendment to SEWC JPA No. 16 91-492 to extend the term of the JPA; and 17 WHEREAS, on March 7, 1995, the City Council of the City of 18 Vernon adopted Resolution No. 6594 appointing the City's representative 19 and alternate representative to serve on the policy board of the SEWC 20 and to be the City's representatives and attend board meetings and 21 committee meetings held by the Replenishment District of Southern 22 California and to attend board meetings and committee meetings held by 23 the Central BaSin Municipal Water District; and 24 WHEREAS, on June 25, 1997, the City Council of the City of 25 Vernon adopted Resolution No. 6982 approving the execution of an 26 Amendment to the SEWC JPA to extend the term of the JPA and adjust the 27 amount of per meeting compensation; and 28 WHEREAS, on August 8, 2000, the City Council of the City of 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Vernon adopted Resolution No. 7590 approving the execution of an Amendment to the SEWC JPA to extend the term of the JPA; and WHEREAS, the SEWC JPA expired on June 30, 2005; and WHEREAS, member cities of the SEWC desire to amend and restate the JPA to expand its powers to include the authority to aggregate and administer water programs to serve the public interest and to extend the term of the JPA to June 30, 2030, with automatic renewal for subsequent terms of 25 years, in order to protect the water supply quality and quantity and to continue its efforts to protect the Central Basin by containing migrating contamination before it poisons, the Central Basin and stemming contamination at its sources in the San Gabriel Basin; and WHEREAS, the City Council of the City of Vernon desires to continue participation in the SEWC; and WHEREAS, by memo dated July 14, 2005, Kevin Wilson, Director of Community Services & Water, has recommended that the City approve and execute an amended and restated JPA and contribute the sum of $10,000.00 to the Coalition in accordance with paragraph 12 of the amended and restated JPA. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon hereby approves the Amendment and Complete Restatement of Southeast Water Coalition Joint Powers Agreement, a copy of which is attached hereto as Exhibit ~A" and made a part here6f. - 2 - 1 SECTION 3: The City Council of the City of Vernon hereby 2 authorizes the Mayor to execute said amended and restated JPA for, and 3 on behalf of, the City of Vernon and the Acting City Clerk is hereby 4 authorized to attest thereto. 5 6 SECTION 4: The City Council of the City of Vernon hereby authorizes the Acting City Clerk to send to the SEWC within 30 days 7 after execution of the amended and restated JPA its contribution of 8 9 10 11 12 13 $10,000.00 in accordance with paragraph 12 of said amended and restated JPA. SECTION 5: The City Council of the City of Vernon hereby directs the Acting City Clerk, or his designee, to send one fully executed amended and restated JPA and a certified copy of this resolution to: 14 15 16 Southeast Water Coalition Attn: Joe Holdren, City of Cerritos 183rd Street Cerritos, CA 90701 17 18 SECTION 6: The Acting City Clerk of the City of Vernon 19 shall certify to the passage of this resolution, and thereupon and 20 thereafter the same shall be in full force and effect. 21 APPROVED AND ADOPTED this 20th day of July, 2005. 22 23 24 ATTEST: 25 ~ 26 , BRUCE V. MALKENHORST JR. 27 28 - 3 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 STATE OF CALIFORNIA COUNTY OF LOS ANGELES ss I, BRUCE V. MALKENHORST, Acting City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 8814, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Wednesday, Julv 20, 2005, and thereafter was duly signed by the Mayor of the City of Vernon. BRUCE (SEAL) ~ 4 - EXHIBIT A AMENDMENT AND COMPLETE RESTATEMENT OF SOUTHEAST WATER COALITION JOINT POWERS AGREEMENT That certain Joint Powers Agreement entered into by and between the cities of Cerritos, Commerce, Downey, Huntington Park, Lakewood, Norwalk, Paramount, Pico Rivera, South Gate, Vernon, and Whittier and the Water Replenishment District of Southern California, each a municipal corporation ("Original Members"), is hereby amended and restated to read as follows: "RECITALS WHEREAS, each of the parties to this Agreement is a local government entity functioning within the County of Los Angeles; WHEREAS, pursuant to the Joint Exercise of Powers Act (Chapter 5 of Division 7 of Title 1 of the California Government Code), two or more public agencies may by agreement. jointly exercise any power held by the agencies entering into such agreement; WHEREAS, The Parties are purveyors of potable water, are responsible for the supply of water, or are otherwise concerned about public water supplies; WHEREAS, the Parties each desire to improve the quality and quantity of water in the region; WHEREAS, each city which is a Party hereto has under its police power the authority to regulate groundwater, and to engage in the storage and recovery thereof; WHEREAS, the statutory authority of the Water Replenishment District of Southern California is limited to storage of groundwater for replenishment purposes, and does not extend to storage of groundwater by individual parties for future use, nor to the regulation thereof; WHEREAS, the Superior Court of California in and for the County of Los Angeles, in the case of Central and West Basin Water Replenishment District v. Adams, LASC Case No. 786656 and the case of California Water Service Co., et al. v. City of Compton, LASC Case No. 506806 (the ("Adjudications"), has fixed and determined the rights of various parties to extract groundwater for beneficial use within Central Basin and the West Coast Basin (collectively, the "Basins")); WHEREAS, the court has retained the jurisdiction within each of the Adjudications to fix and determine the rights of parties to store and extract groundwater from the Basins for future use; WHEREAS, under the Adjudications, the court has appointed the California Department of Water Resources as its Watermaster, for the purpose of overseeing the management of groundwater resources within the Basins WHEREAS, a regional program of groundwater storage and recovery, which is administered by the court and coordinated through its Watermaster, is in the best interest of the Basins, the Parties, and the public they serve; WHEREAS, the formation of a joint powers authority is independently authorized by state law; WHEREAS, the Parties find that it is to their mutual advantage and benefit, and in the public interest, to establish a joint powers authority for the purpose of maintaining the quality and quantity of groundwater, to implement groundwater management policies as determined by the court, and to protect and enhance the storage of water for the benefit of local interests; and WHEREAS, the Parties desire to use their common groundwater management powers and powers to store and recover water that are necessary and appropriate to further the purposes for which the joint powers authority is being established, NOW, THEREFORE, in consideration of the promises, terms, conditions, and covenants contained herein, the Parties agree as follows: 1. Incorporation of Recitals. The foregoing recitals are incorporated by reference. 2. Purposes. This Agreement is made pursuant to the provisions of Article I, Chapter 5, Division7, Title I of the Government Code of the State of California (commencing with Section 6500), relating to the joint exercise of powers common to the public agencies. The Parties are each empowered to exercise the powers within this Agreement. The Parties will exercise their powers jointly for the following purposes: a. to maintain groundwater quality within the Basins; b. to maintain secure groundwater supplies within the Basins; c. to manage the use of groundwater within the Basins; d. to coordinate efforts among Watermaster and entities proposing to store water within the Basins for future recovery; e. to facilitate the implementation of a conjunctive use program by water purveyors; f. to coordinate efforts among local entities and Watermaster to devise and implement strategies to safeguard groundwater quality; 2 g. to work cooperatively with Watermaster, the Water Replenishment District of Southern California, and other entities to promote coordination of policies and activities throughout the region. 3. Establishment. There is established pursuant to the Joint Exercise of Powers Act a joint powers authority which shall be a public entity separate from the parties to this Agreement. The name of such entity shall be the Southeast Water Coalition ("Coalition"). The Coalition shall carry out its functions through a Policy Board and an Administrative Entity as defined in this Agreement. 4. Term. The formation of the Coalition became effective July 1, 1991 upon each of the Original Parties' execution of the Joint Powers Agreement of that date ("Original Agreement"). The term of the Original Agreement was extended by subsequent amendment. By this Restated Agreement, the term of this Agreement is extended to June 30, 2030, and will be automatically extended for subsequent terms of twenty-five (25) years, except upon the affirmative vote of three-quarters (3/4) of the Policy Board. In the event not all of the Original Parties execute this Restated Agreement, it shall nonetheless be binding on those who do execute this Restated Agreement. 5. Meetings. The Coalition shall provide for regular and special meetings of any entity established hereunder, in accordance with the Ralph M. Brown Act (Chapter 9 (commencing with Section 54950) of Part 1 of Division 2 of Title 5 of the Government Code) or with any successor provision. Minutes shall be kept of all meetings of the Policy Board and of the Administrative Entity. Copies of minutes shall be forwarded to all members of the Coalition. 6. Exercise of Powers. Pursuant to and to the extent required by Government Code Section 6509, the Coalition shall be restricted in the exercise of its powers in the same manner as the City of Downey is restricted in its exercise of similar powers; provided that, if the City of Downey shall cease to be a member, then the Coalition shall be restricted in the exercise of its power in the same manner as the City of Cerritos. POLICY BOARD 7. Membership of the Policy Board. The governing body of the Coalition shall be a Policy Board made up of a representative of each participating public entity, which need not be a member of the legislative body of the public entity. The Policy Board shall oversee the activities of the Administrative Entity and shall act in concert with the courts, the State of California, the United States, and any other pertinent agencies in matters pertaining to improvement and protection of the quality and quantity of water in the Basins, and to implement groundwater storage and management policies. a. Appointment. The legislative body of each of the participating public entities shall appoint one Policy Board member and one alternate Board member. 3 b. Term. Each member and alternate of the Policy Board shall serve a two-year term. Board members and alternates may be removed at any time by the appointing legislative body. Vacancies during a term and successors following expiration of the term of any member shall be filled in the same manner as the original appointment. c. Compensation. Members shall receive the lesser of$150.00 per meeting attended or the maximum allowed by state law. d. Voting. Each member shall have one vote. If a Policy Board member cannot attend a meeting, the alternate attending shall be fully empowered to act as the Policy Board member for the meeting so attended. e. Responsibilities. It shall be the responsibility of the Policy Board to: 1. Determine general policy for Coalition activities. 2. Act on behalf of all member public agencies ("Members") in adopting strategies to pursue the Purposes of the Coalition as set forth in Section 2 of this Agreement. 3. Approve a budget to expend funds on development of water improvement alternatives, groundwater storage and recovery, lobbying activities (if required), and any other lawful purpose. 4. Ensure that programs are in the best interest of the residents of the area overlying the Basins. 5. Authorize expenditures of funds for the above purposes. 6. Share costs equally among the Members. 7. Approve or deny applications from non-member public agencies for admission to the Coalition. 8. Adopt bylaws, rules and regulations governing the affairs of the Coalition. f. Meetings. The Policy Board shall provide for its regular and special meetings, provided however that it shall hold at least one regular meeting in each year and such additional meetings as may be necessary. g. Quorum. A Majority of the Policy Board must be present to constitute a quorum. No action will be valid unless it receives the affirmative vote of the majority of those present, except that action to admit a new Member or to expel an existing Member must receive the affirmative vote of three-quarters (3/4) of the entire Policy Board. 4 h. Lead Agency. The Policy Board shall select the Lead Agency for the Coalition. The City Manager or General Manager of the Lead Agency City shall be and act as the Secretary for the Coalition. The Director of Finance of the Lead Agency shall be and act as the Treasurer and Auditor of the Coalition pursuant to Government Code Section 6506.6. Pursuant to Government Code Section 6501.1, the Secretary and Treasurer shall have charge of the property of the Coalition and each shall file a bond in the penal sum often thousand dollars ($10,000.00). The Policy Board may change the Lead Agency at any time. In such event, the officers of the new Lead Agency shall serve as the respective officers of the Coalition. 1. Organization. The Policy Board shall elect a chair, a vice chair, and such other officers as the Board shall find appropriate. The Board shall appoint an executive director, treasurer, controller, clerk and legal counsel as it deems appropriate. The controller of the Coalition shall cause an independent annual audit of the Coalition's finances to be made by a certified public accountant in compliance with Government Code Section 6505. The treasurer of the Coalition shall be the depositor and shall have custody of all money of the Coalition from whatever source. The controller of the Coalition shall draw warrants to pay demands against the Coalition when the demands have been approved by the Coalition or by its authorized representative pursuant to any delegation of authority adopted by the Coalition. The treasurer and controller shall comply strictly with the provisions of statutes relating to their duties found in Chapter 5 (commencing with Section 6500) of Division 7 of Title 1 of the Government Code. Each officer shall serve for a term of one (1) year unless sooner terminated at the pleasure ofthe Board. The Board may adopt from time to time such rules and regulations for the conduct of its affairs as it deems necessary and appropriate. . J. Property of Coalition. Pursuant to Government Code Section 6505.6, the Policy Board shall designate an officer or employee, or officers and employees, to receive, deposit, invest, and disburse the property of the Authority pursuant to Government Code Sections 6505 and 6505.5. The Policy Board shall fix the amount of the fidelity bond to be filed by such public officer(s) and/or employee(s). ADMINISTRATIVE ENTITY 8. Appointment. The Policy Board shall appoint the members of the Administrative Entity to carry out the policies of the Coalition. The Administrative Entity shall consist of nine (9) members, as follows: a. Five (5) members, who shall be employees of any of the Members, provided that no single Member shall have more than one employee on the Administrative Entity. 5 b. Three (3) members, who shall be employees of any private water purveyors or regulated public utilities providing retail water service within the Basins. c. One (1) member nominated by the California Department of Water Resources. A quorum of the Administrative Entity shall consist of five (5) members, and five (5) votes shall be required to take action. Each member of the Administrative Entity shall serve at the pleasure of the Policy Board. The Administrative Entity shall select such officers as shall be reasonable for the conduct of its affairs. POWERS AND FUNCTIONS OF THE COALITION 9. Powers and Functions. Subject to the limitations set forth below, the Coalition, acting through its Policy Board and Administrative Entity, shall have any and all powers commonly held by the Members necessary or appropriate to regulate groundwater within the Basins including, but not limited to, the following powers: a. Collect and monitor data on the extraction of groundwater from, and the quality of groundwater in, the Basins, including an evaluation of any proposals to store and recover water; b. Establish and administer a conjunctive use program in coordination with the court and with Watermaster for the purpose of maintaining water supplies and managing storage programs in the Basins; c. Buy and sell water on other than a retail basis; d. Spread, sink or inject water in order to store it for future recovery; e. Exchange water; f. Store, transport, recapture, recycle, purify, treat or otherwise manage and control water for the beneficial use of persons and property within the area of the Basins; g. Serve as Storage Program Administrator or similar function as may be designated by the court pursuant to either of the Adjudications; h. Appoint a Program Review Committee for the purpose of evaluating groundwater storage proposals; 1. Study and plan ways and means to implement any or all of the foregoing powers. 10. Corporate and Political Powers. For purposes of exercising the authority, and subject to the limitations contained in this Agreement, the Coalition shall have the following corporate and political powers: 6 a. To sue and be sued in all actions and proceedings in all courts and tribunals. b. To adopt a seal and alter it in its discretion c. To take by grant, purchase, gift, devise or lease, to hold, use and enjoy, and to lease, conveyor dispose of, real and personal property of every kind, within or without the boundaries of the members of the Coalition, necessary or convenient to the full exercise of its power. d. For the common benefit of the Coalition and the retail water customers in the Basins, to store water in underground water basins or reservoirs within or outside the boundaries of the members of the Coalition, to appropriate water and acquire water rights within or outside the Coalition, to import water into the area overlying the Basins, and to conserve, or cause the conservation of, water within or outside the Coalition. e. To exercise the right of eminent domain to take any property necessary to supply the Coalition, any Member or water agency with water; provided that the right of eminent domain may not be exercised with respect to water and water rights, and may not be exercised with respect to any property owned or occupied by any of the Members. f. To act jointly with, or cooperate with the United States or any agency thereof, the state, or any county or agency thereof, or any political subdivision or district therein, including water replenishment districts, municipal water districts, private and public corporations, and any person, so that the powers of the Coalition may be fully and economically exercised. g. To cause taxes, assessments, fees or charges to be levied in accordance with applicable state law to accomplish the purposes of the Coalition. h. In conjunction with the court and the Adjudications, to require the permitting of groundwater storage and recovery programs within the Basins. 1. To make contracts, employ labor, and do all acts necessary for the full exercise of the Coalition's powers. J. To carry out technical and other investigations of all kinds necessary to further the purposes of the Coalition. k. To fix rates at which water acquired by the Coalition shall be sold for any purpose, and to establish different rates for different classes of service. 1. To allocate, apportion and distribute benefits received by the Coalition among entities providing retail water service within the boundaries of the Basins. 7 m. To apply for, accept and receive state, federal or local licenses, permits, grants, loans or other aid from any agency of the United States, the State of California, or other public or private entity necessary or appropriate for the Coalition's full exercise of its powers. n. Finance, through the issuance of bonds or other financial instruments of indebtedness, funds necessary or convenient for the implementation of this Agreement. o. Incur debts, liabilities, or obligations. p. Purchase insurance for the Coalition. q. Invest money in the treasury of the Coalition in the same manner and on the same conditions as local agencies pursuant to Government Code Section 53601. r. Exercise all other powers necessary and proper to carry out the provisions of this Agreement. 11. Limitation. The Coalition shall have no power to regulate land use or to engage in the retail sale of water and shall be prohibited from restricting or otherwise limiting the extraction of groundwater within the boundaries of the Basins except consistent with the Adjudications. The Coalition shall be prohibited from funding any capital construction projects. 12. Contributions. Each Party executing this Restated Agreement shall contribute ten thousand dollars ($10,000.00) to the Coalition within thirty (30) days after execution of this Restated Agreement. The Policy Board shall establish the amount of initial contribution which shall be due from new members, at the time when the Policy Board approves the admission of the new member. The Policy Board may require additional contributions upon the approval of a majority of the Policy Board. Contributions shall be assessed against Members on an equal basis, or upon such other basis as may from time to time be determined by three quarters (3/4) ofthe Policy Board. Within thirty (30) days of the action of the Policy Board, each Member that does not withdraw from the Coalition during the thirty (30) day period shall thereupon make the required contribution. 13. Additional Parties. Additional members, which shall be municipal corporations or public districts, may be admitted upon vote of the Policy Board as provided in Section 7(e)(7). Upon admission, new Members shall execute this Agreement. 14. Accounts. Reports. and Audits. The following procedures are designed to insure strict accountability of all funds of the Coalition and to provide for accurate reporting of receipts and disbursements of said funds: a. The Auditor of the Coalition shall either prepare or contract with a certified public accountant to prepare an annual audit of the accounts and records of the 8 Coalition. The minimum requirements of such audit shall be those prescribed by the State Controller for special districts under Section 26909 of the Government Code and shall conform to generally accepted accounting principles. b. A report of said audit shall be filed as a public record with each agency and also with the county auditor of Los Angeles County. Such report shall be filed within six (6) months of the end of the fiscal year or years under examination. 15. Obligation for Debts and Liabilities and Distribution of Assets. Any party to this Agreement shall not be responsible for any of the debts, liabilities, or obligations of the Coalition. All such debts, liabilities or obligations shall exclusively be those of the Coalition. a. Each member agrees to indemnify, save and defend the Authority and all other Members harmless from and against all claims, losses, and damages, including legal fees and expenses, arising out of any breach or default on the part of such Member in performance of any of its obligations under this Agreement, or any act or negligence of such Member or any of its agents, contractors, servants, employees or licensees with respect to this Agreement. No indemnification is made under this Section for claims, losses or damages, including legal fees and expenses, arising out of the willful misconduct, negligence or breach of duty under this Agreement by the Coalition or a Member or their officers, employees, agents or contractors. b. The members of the Policy Board and any officer, employee, contractor, or agent of the Coalition shall use ordinary care and reasonable diligence in the exercise of their power and in the performance of their duties under this Agreement. c. Funds of the Coalition may be used to defend, indemnify, and hold harmless the Coalition and any member of the Policy Board, and any employee of the Coalition for their actions taken within the scope of their duties while acting on behalf of the Coalition. Nothing herein shall limit the right of the Coalition to purchase insurance to provide such coverage as is hereinabove set forth. 16. Withdrawal by a Member. Any Member may withdraw upon thirty (30) days written notice given to the Policy Board. At least thirty (30) days prior to providing such written notice, and as a condition thereof, the withdrawing Member shall pay all unpaid contributions that were approved by the Policy Board greater than sixty (60) days prior to the date of such notice. No Member may withdraw so long as the Coalition has any outstanding contractual obligations or other indebtedness. 17. Termination. Upon termination of the Coalition, all of its then existing assets shall be divided and distributed for public purposes in such manner as shall be determined by a vote of three-quarters (3/4) of the Policy Board, provided, however, that this Agreement and the Policy Board shall continue to exist for the purposes of disposing of all claims, the administering the distribution of assets, and performing any other functions necessary to 9 . conclude the affairs of the Coalition. This Agreement may not be terminated by any member so long as the Coalition has any outstanding contractual obligations or other indebtedness. 18. Amendment. This Agreement may be amended by the affirmative vote of three quarters (3/4) of the Members. 19. Counterparts. This Agreement may be executed in counterparts, which together shall constitute the same agreement. EXECUTED on the day of ,2005. CITY OF VERNON Leonis C. Malburg, Mayor ATTEST: Bruce V. Malkenhorst, Acting City Clerk APPROVED AS TO FORM: Eric T. Fresch, City Attorney 10 . SUPPORTING DOCUMENTS AMENDMENT AND COMPLETE RESTATEMENT OF SOUTHEAST WATER COALITION JOINT POWERS AGREEMENT That certain Joint Powers Agreement entered into by and between the cities of Cerritos, Commerce, Downey, Huntington Park, Lakewood, Norwalk, Paramount, Pico Rivera, South Gate, Vernon, and Whittier and the Water Replenishment District of Southern California, each a municipal corporation ("Original Members"), is hereby amended and restated to read as follows: "RECITALS WHEREAS, each of the parties to this Agreement is a local government entity functioning within the County of Los Angeles; WHEREAS, pursuant to the Joint Exercise of Powers Act (Chapter 5 of Division 7 of Title 1 of the California Government Code), two or more public agencies may by agreement jointly exercise any power held by the agencies entering into such agreement; WHEREAS, The Parties are purveyors of potable water, are responsible for the supply of water, or are otherwise concerned about public water supplies; WHEREAS, the Parties each desire to improve the quality and quantity of water in the region; WHEREAS, each city which is a Party hereto has under its police power the authority to regulate groundwater, and to engage in the storage and recovery thereof; WHEREAS, the statutory authority of the Water Replenishment District of Southern California is limited to storage of groundwater for replenishment purposes, and does not extend to storage of groundwater by individual parties for future use, nor to the regulation , thereof; WHEREAS, the Superior Court of California in and for the County of Los Angeles, in the case of Central and West Basin Water Replenishment District v. Adams, LASC Case No. 786656 and the case of California Water Service Co., et al. v. City of Compton, LASC Case No. 506806 (the ("Adjudications"), has fixed and determined the rights of various parties to extract groundwater for beneficial use within Central Basin and the West Coast Basin (collectively, the "Basins")); WHEREAS, the court has retained the jurisdiction within each of the Adjudications to fix and determine the rights of parties to store and extract groundwater from' the Basins for future use; WHEREAS, under the Adjudications, the court has appointed the California Department of Water Resources as its Watermaster, for the purpose of overseeing the management of groundwater resources within the Basins WHEREAS, a regional program of groundwater storage and recovery, which is administered by the court and coordinated through its Watermaster, is in the best interest of the Basins, the Parties, and the public they serve; WHEREAS, the formation of a joint powers authority is independently authorized by state law; WHEREAS, the Parties find that it is to their mutual advantage and benefit, and in the public interest, to establish a joint powers authority for the purpose of maintaining the quality and quantity of groundwater, to implement groundwater management policies as determined by the court, and to protect and enhance the storage of water for the benefit oflocal interests; and WHEREAS, the Parties desire to use their common groundwater management powers and powers to store and recover water that are necessary and appropriate to further the purposes for which the joint powers authority is being established, NOW, THEREFORE, in consideration of the promises, terms, conditions, and covenants contained herein, the Parties agree as follows: 1. Incorporation of Recitals. The foregoing recitals are incorporated by reference. 2. Purposes. This Agreement is made pursuant to the provisions of Article I, Chapter 5, Division7, Title I of the Government Code of the State of California (commencing with Section 6500), relating to the joint exercise of powers common to the public agencie~. The Parties are each empowered to exercise the powers within this Agreement. The Parties will exercise their powers jointly for the following purposes: ,a. to maintain groundwater quality within the Basins; b. to maintain secure groundwater supplies within the Basins; c. to manage the use of groundwater within the Basins; d. to coordinate efforts among Watermaster and entities proposing to store water within the Basins for future recovery; e. to facilitate the implementation of a conjunctive use program by water purveyors; f. to coordinate efforts among local entities and Watermaster to devise and implement strategies to safeguard groundwater quality; 2 g. to work cooperatively with Watermaster, the Water Replenishment District of Southern California, and other entities to promote coordination of policies and activities throughout the region. 3. Establishment. There is established pursuant to the Joint Exercise of Powers Act a joint powers authority which shall be a public entity separate from the parties to this Agreement. The name of such entity shall be the Southeast Water Coalition ("Coalition"). The Coalition shall carry out its functions through a Policy Board and an Administrative Entity as defined in this Agreement. 4. Term. The formation of the Coalition became effective July 1, 1991 upon each of the Original Parties' execution ofthe Joint Powers Agreement ofthat date ("Original Agreement"). The term of the Original Agreement was extended by subsequent amendment. By this Restated Agreement, the term ofthis Agreement is extended to June 30, 2030, and will be automatically extended for subsequent terms of twenty- five (25) years, except upon the affirmative vote of three-quarters (3/4) of the Policy Board. In the event not all ofthe Original Parties execute this Restated Agreement, it shall nonetheless be binding on those who do execute this Restated Agreement. 5. Meetings. The Coalition shall provide for regular and special meetings of any entity established hereunder, in accordance with the Ralph M. Brown Act (Chapter 9 (commencing with Section 54950) of Part 1 of Division 2 of Title 5 of the Government Code). or with any successor provision. Minutes shall be kept of all meetings of the Policy Board and of the Administrative Entity. Copies of minutes shall be forwarded to all members of the Coalition. 6. Exercise of Powers. Pursuant to and to the extent required by Government Code Section 6509, the Coalition shall be restricted in the exercise of its powers in the same manner as the City of Downey is restricted in its exercise of similar powers; provided that, if the City of Downey shall cease to be a member, then the Coalition shall be restricted in the exercise of its power in the same manner as the City of Cerritos. POLICY BOARD 7. Membership of the Policy Board. The governing body ofthe Coalition shall be a Policy Board made up of a representative of each participating public entity, which need not be a member of the legislative body of the public entity. The Policy Board shall oversee the activities of the Administrative Entity and shall act in concert with the courts, the State of California, the United States, and any other pertinent agencies in matters pertaining to improvement and protection of the quality and quantity of water in the Basins, and to implement groundwater storage and management policies. a. Appointment. The legislative body of each of the participating public entities shall appoint one Policy Board member and one alternate Board member. 3 b. Term. Each member and alternate of the Policy Board shall serve a two-year term. Board members and alternates may be removed at any time by the appointing legislative body. Vacancies during a term and successors following expiration of the term of any member shall be filled in the same manner as the original appointment. c. Compensation. Members shall receive the lesser of $150.00 per meeting attended or the maximum allowed by state law. d. Voting. Each member shall have one vote. If a Policy Board member cannot attend a meeting, the alternate attending shall be fully empowered to act as the Policy Board member for the meeting so attended. e. Responsibilities. It shall be the responsibility of the Policy Board to: 1. Determine general policy for Coalition activities. 2. Act on behalf of all member public agencies ("Members") in adopting strategies to pursue the Purposes of the Coalition as set forth in Section 2 of this Agreement. 3. Approve a budget to expend funds on development of water improvement alternatives, groundwater storage and recovery, lobbying activities (if required), and any other lawful purpose. 4. Ensure that programs are in the best interest of the residents of the area overlying the Basins. 5. Authorize expenditures of funds for the above purposes. 6. Share costs equally among the Members. 7., Approve or deny applications from non-member public agencies for admission to the Coalition. 8. Adopt bylaws, rules and regulations governing the affairs of the Coalition. f. Meetings. The Policy Board shall provide for its regular and special meetings, provided however that it shall hold at ,least one regular meeting in each year and such additional meetings as may be necessary. g. Quorum. A Majority of the Policy Board must be present to constitute a quorum. No action will be valid unless it receives the affirmative vote ofthe majority of those present, except that action to admit a new Member or to expel an existing Member must receive the affirmative vote of three-quarters (3/4) of the entire Policy Board. 4 h. Lead Agency. The Policy Board shall select the Lead Agency for the Coalition. The City Manager or General Manager ofthe Lead Agency City shall be and act as the Secretary for the Coalition. The Director of Finance of the Lead Agency shall be and act as the Treasurer and Auditor of the Coalition pursuant to Government Code Section 6506.6. Pursuant to Government Code Section 6501.1, the Secretary and Treasurer shall have charge of the property ofthe Coalition and each shall file a bond in the penal sum of ten thousand dollars ($10,000.00). The Policy Board may change the Lead Agency at any time. In such event, the officers of the new Lead Agency shall serve as the respective officers of the Coalition. 1. Organization. The Policy Board shall elect a chair, a vice chair, and such other officers as the Board shall find appropriate. The Board shall appoint an executive director, treasurer, controller, clerk and legal counsel as it deems appropriate. The controller of the Coalition shall cause an independent annual audit ofthe Coalition's finances to be made by a certified public accountant in compliance with Government Code Section 6505. The treasurer of the Coalition shall be the depositor and shall have custody of all money of the Coalition from whatever source. The controller of the Coalition shall draw warrants to pay demands against the Coalition when the demands have been approved by the Coalition or by its authorized representative pursuant to any delegation of authority adopted by the Coalition. The treasurer and controller shall comply strictly with the provisions of statutes relating to their duties found in Chapter 5 (commencing with Section 6500) of Division 7 of Title 1 ofthe Government Code. Each officer shall serve for a term of one (1) year unless sooner terminated at the pleasure of the Board. The Board may adopt from time to time such rules and regulations for the conduct of its affairs as it deems necessary and appropriate. J. Property of Coalition. Pursuant to Government Code Section 6505.6, the Policy Board shall designate an officer or employee, or officers and employees, to receive, deposit, invest, and disburse the property of the Authority pursuant to Government Code Sections 6505 and 6505.5. The Policy Board shall fix the amount of the fidelity bond to be filed by such public officer(s) and/or employee(s). ADMINISTRATIVE ENTITY 8. Appointment. The Policy Board shall appoint the members ofthe Administrative Entity to carry out the policies ofthe Coalition. The Administrative Entity shall consist of nine (9) members, as follows: a. Five (5) members, who shall be employees of any ofthe Members, provided that no single Member shall have more than one employee on the Administrative Entity. 5 b. Three (3) members, who shall be employees of any private water purveyors or regulated public utilities providing retail water service within the Basins. c. One (1) member nominated by the California Department of Water Resources. A quorum ofthe Administrative Entity shall consist of five (5) members, and five (5) votes shall be required to take action. Each member of the Administrative Entity shall serve at the pleasure of the Policy Board. The Administrative Entity shall select such officers as shall be reasonable for the conduct of its affairs. POWERS AND FUNCTIONS OF THE COALITION 9. Powers and Functions. Subject to the limitations set forth below, the Coalition, acting through its Policy Board and Administrative Entity, shall have any and all powers commonly held by the Members necessary or appropriate to regulate groundwater within the Basins including, but not limited to, the following powers: a. Collect and monitor data on the extraction of groundwater from, and the quality of groundwater in, the Basins, including an evaluation of any proposals to store and recover water; b. Establish and administer a conjunctive use program in coordination with the court and with Watermaster for the purpose of maintaining water supplies and managing storage programs in the Basins; c. Buy and sell water on other than a retail basis; d. Spread, sink or inject water in order to store it for future recovery; e. Exchange water; f. Store, transport, recapture, recycle, purify, treat or otherwise manage and control water for the beneficial use of persons and property within the area of the Basins; g. Serve as Storage Program Administrator or similar function as may be designated by the court pursuant to either ofthe Adjudications; h. Appoint a Program Review Committee for the purpose of evaluating groundwater storage proposals; 1. Study and plan ways and means to implement any or all of the foregoing powers. 10. Corporate and Political Powers. For purposes of exercising the authority, and subject to the limitations contained in this Agreement, the Coalition shall have the following corporate and political powers: 6 a. To sue and be sued in all actions and proceedings in all courts and tribunals. b. To adopt a seal and alter it in its discretion c. To take by grant, purchase, gift, devise or lease, to hold, use and enjoy, and to lease, conveyor dispose of, real and personal property of every kind, within or without the boundaries of the members of the Coalition, necessary or convenient to the full exercise of its power. d. For the common benefit of the Coalition and the retail water customers in the Basins, to store water in underground water basins or reservoirs within or outside the boundaries of the members of the Coalition, to appropriate water and acquire water rights within or outside the Coalition, to import water into the area overlying the Basins, and to conserve, or cause the conservation of, water within or outside the Coalition. e. To exercise the right of eminent domain to take any property necessary to supply the Coalition, any Member or water agency with water; provided that the right of eminent domain may not be exercised with respect to water and water rights, and may not be exercised with respect to any property owned or occupied by any of the Members. f. To act jointly with, or cooperate with the United States or any agency thereof, the state, or any county or agency thereof, or any political subdivision or district therein, including water replenishment districts, municipal water districts, private and public corporations, and any person, so that the powers of the Coalition may be fully and economically exercised. g. To cause taxes, assessments, fees or charges to be levied in accordance with applicable state law to accomplish the purposes of the Coalition. h. In conjunction with the court and the Adjudications, to require the permitting of groundwater storage and recovery programs within the Basins. 1. To make contracts, employ labor, and do all acts necessary for the full exercise of the Coalition's powers. J. To carry out technical and other investigations of all kinds necessary to further the purposes of the Coalition. k. To fix rates at which water acquired by the Coalition shall be sold for any purpose, and to establish different rates for different classes of service. 1. To allocate, apportion and distribute benefits received by the Coalition among entities providing retail water service within the boundaries of the Basins. 7 m. To apply for, accept and receive state, federal or local licenses, permits, grants, loans or other aid from any agency of the United States, the State of California, or other public or private entity necessary or appropriate for the Coalition's full exercise of its powers. n. Finance, through the issuance of bonds or other financial instruments of indebtedness, funds necessary or convenient for the implementation oftms Agreement. o. Incur debts, liabilities, or obligations. p. Purchase insurance for the Coalition. q. Invest money in the treasury of the Coalition in the same manner and on the same conditions as local agencies pursuant to Government Code Section 53601. r. Exercise all other powers necessary and proper to carry out the provisions of this Agreement. 11. Limitation. The Coalition shall have no power to regulate land use or to engage in the retail sale of water and shall be prohibited from restricting or otherwise limiting the extraction of groundwater within the boundaries of the Basins except consistent with the Adjudications. The Coalition shall be prohibited from funding any capital construction projects. 12. Contributions. Each Party executing this Restated Agreement shall contribute ten thousand dollars ($10,000.00) to the Coalition within thirty (30) days after execution of this Restated Agreement. The Policy Board shall establish the amount of initial contribution which shall be due from new members, at the time when the Policy Board approves the admission of the new member. The Policy Board may require additional contributions upon the approval of a majority ofthe Policy Board. Contributions shall be assessed against Members on an equal basis, or upon such other basis as may from time to time be determined by three quarters (3/4) of the Policy Board. Within thirty (30) days of the action of the Policy Board, each Member that does not withdraw from the Coalition during the thirty (30) day period shall thereupon make the required contribution. 13. Additional Parties. Additional members, which shall be municipal corporations or public districts, may be admitted upon vote of the Policy Board as provided in Section 7(e)(7). Upon admission, new Members shall execute this Agreement. 14. Accounts. Reports. and Audits. The following procedures are designed to insure strict accountability of all funds of the Coalition and to provide for accurate reporting of receipts and disbursements of said funds: a. The Auditor of the Coalition shall either prepare or contract with a certified public accountant to prepare an annual audit of the accounts and records ofthe 8 Coalition. The minimum requirements of such audit shall be those prescribed by the State Controller for special districts under Section 26909 ofthe Government Code and shall conform to generally accepted accounting principles. b. A report of said audit shall be filed as a public record with each agency and also with the county auditor of Los Angeles County. Such report shall be filed within six (6) months of the end ofthe fiscal year or years under examination. 15. Obligation for Debts and Liabilities and Distribution of Assets. Any party to this Agreement shall not be responsible for any of the debts, liabilities, or obligations of the Coalition. All such debts, liabilities or obligations shall exclusively be those of the Coalition. a. Each member agrees to indemnify, save and defend the Authority and all other Members harmless from and against all claims, losses, and damages, including legal fees and expenses, arising out of any breach or default on the part of such Member in performance of any of its obligations under this Agreement, or any act or negligence of such Member or any of its agents, contractors, servants, employees or licensees with respect to this Agreement. No indemnification is made under this Section for claims, losses or damages, including legal fees and expenses, arising out ofthe willful misconduct, negligence or breach of duty under this Agreement by the Coalition or a Member or their officers, employees, agents or contractors. b. The members of the Policy Board and any officer, employee, contractor, or agent of the Coalition shall use ordinary care and reasonable diligence in the exercise of their power and in the performance of their duties under this Agreement. c. Funds of the Coalition may be used to defend, indemnify, and hold harmless the Coalition and any member of the Policy Board, and any employee of the Coalition for their actions taken within the scope of their duties while acting on behalf ofthe Coalition. Nothing herein shall limit the right ofthe Coalition to purchase insurance to provide such coverage as is hereinabove set forth. 16. Withdrawal by a Member. Any Member may withdraw upon thirty (30) days written notice given to the Policy Board. At least thirty (30) days prior to providing such written notice, and as a condition thereof, the withdrawing Member shall pay all unpaid contributions that were approved by the Policy Board greater than sixty (60) days prior to the date of such notice. No Member may withdraw so long as the Coalition has any outstanding contractual obligations or other indebtedness. 17. Termination. Upon termination of the Coalition, all of its then existing assets shall be divided and distributed for public purposes in such manner as shall be determined by a vote of three-quarters (3/4) of the Policy Board, provided, however, that this Agreement and the Policy Board shall continue to exist for the purposes of disposing of all claims, the administering the distribution of assets, and performing any other functions necessary to 9 conclude the affairs of the Coalition. This Agreement may not be terminated by any member so long as the Coalition has any outstanding contractual obligations or other indebtedness. 18. Amendment. This Agreement may be amended by the affirmative vote of three quarters (3/4) of the Members. 19. Counterparts. This Agreement may be executed in counterparts, which together shall constitute the same agreement. EXECUTED on the day of , 2005. CITY OF VERNON ~' AT~TT: \ ~'1 r i ! \ ! 1)v tv k"lfr)t Bruce V. Malkenhorst, Jr., Acting City CI APPROVED AS TO FORM: ~ 10