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JOINT POWERS AGREEMENT
CREATING THE
SALTON SEA MANAGEMENT AUTHORITY

 

THIS JOINT POWERS AGREEMENT ("Agreement") is made and entered into by and between the following public agencies:

a. County of Imperial
b. County of Riverside
c. Imperial Irrigation District
d. Coachella Valley Water District.

(The above are individually and collectively referred to herein as the "PART" or "PARTIES," "MEMBER" or "MEMBERS," "MEMBER AGENCY" or "MEMBER AGENCIES."

RECITALS

A.

Each of the PARTIES herein is a public agency and each is authorized and empower to contract with all the other parties for the joint exercise of powers under Articles I and II. Chapter 5, Division 7, Title (commencing with Section 6500) of the California Government Code (the "ACT").

B.

Each of the PARTIES to this Agreement has the authority and power to manage and operate water bodies for the public benefit and to create a separate public agency to carry out such power.

C.

The PARTIES recognize the immediate necessity for coordinated planning, and in the future for construction, operation, and maintenance of works and facilities for water quality improvement and elevation stablilization of the Salton Sea.

COVENANTS

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND 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 Agency

There is hereby created a public agency known as the "Salton sea Management Authority" (hereinafter referred to as the "Authority"). The Authority is formed by this Agreement pursuant to the provisions of Articles I and II, Chapters 5, Division 7, Title 1 (commencing with Sections 6500) of the government code of the State of California. 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 the Agreement is to create a public agency to exercise the common power of managing and operating Salton sea in Imperial and Riverside Counties, California for the improvement of water quality and stablilization of water elevation and to enhance recreational and economic development potential.

The purpose of this Agreement shall be accomplished and said power exercised in a manner hereinafter set forth, subject, however, to such restrictions as are applicable to the PARTIES to this Agreement in the manner of exercising such powers, as required by Government Code Section 6509.

ARTICLE II

POWERS OF THE AUTHORITY

2.1

The Authority shall have the power common to the PARTIES to do any and all of the following:

(a) To make and enter into contracts, leases and other agreements;

(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 by eminent domain, lease, lease purchase or sale.

(e) To acquire, construct, manage, maintain and operate any buildings, works or improvements;

(f) To sue and be sued in its own name, provided that the Authority shall not commence or intervene in any lawsuit without the approval of all of its members;

(g) To raise revenue, to levy and collect rates, fees and charges, and to issue 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 Government and other agencies;

(i) To designate committees of the Board 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; such committees may include, without limitation, maintenance, operations, finance, land use, recreation, public safety, water quality and capital improvement committees;

(j) To exercise jointly the common power of the parties to manage and operate water bodies;

(k) To invest surplus funds pursuant to Government Code Section 6509.5 or other applicable State Law;

(l) To undertake projects, singularly or in cooperation with other agencies, that:

1. Manage the surface elevation of the Salton Sea;

2. Manage the salinity of the Salton Sea;

3. Manage the fish and wildlife of the Salton sea;

4. Provide for, and enhance, public recreation facilities and opportunities;

5. Protect or enhance groundwater and surface water quality in the Salton sea area;

6. Reduce or eliminate threats to public health, safety and welfare;

7. Conserve water from all sources for domestic, agricultural, recreational and fish and wildlife resource purposes;

8. Encourage land use planning and development adjacent to and in the proximity of Salton sea that is consistent with the objectives and purposes of the Authority.

9. Establish on-going maintenance and operations programs to accomplish the purposes of the Authority;

10. Manage by-products resulting from projects that control salinity and the level of Salton sea; and

11. Acquire sufficient revenues to retire debt and fulfill the financial obligations of the Authority.

2.2

The Authority shall exercise its powers and achieve its purpose within the geographical area bounded by the centerlines of the following public streets: California State Highway 86, Lincoln Street (Mecca), California State Highway 111, English Road, Kloke Road, and Banister Road, all depicted on Exhibit A, which Exhibit is attached hereto and incorporated herein by this reference. The boundaries of such geographical area may be amended from time-to-time by the PARTIES.

2.3

The PARTIES acknowledge and agree that the Authority shall not exercise the land use powers presently held by the County of Imperial and the County of Riverside and that such powers shall be retained by them providing no party to this Agreement shall allow anything that restricts achievement of the purposes and objectives of this agreement.

ARTICLE III

EFFECTIVE DATE

3.1

This Agreement shall become effective and the Authority shall be created as of the date on which the second of at least two of the governing bodies of the PARTIES to this Agreement have approved and executed this Agreement.

3.2

In the event any additional public agency becomes a member of the 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.

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, however, to the reserved right of MEMBER AGENCIES with regard to approval of proposed budgets and assumption of financial obligations.

4.2

Each PARTY hereto shall designate and appoint one member of its governing body or a senior administrative official to act as its representative on the Board of Directors. Each member of the Board of Directors shall have one vote.

4.3

In order to assist in coordinating the duties and the activities of the Authority with other governmental entities, the following shall be ex-officio members of the Authority:

1. IMPERIAL VALLEY ASSOCIATION OF GOVERNMENTS (IVAG)
2. COACHELLA VALLEY ASSOCIATION OF GOVERNMENTS (CVAG)
3. SOUTHERN CALIFORNIA ASSOCIATION OF GOVERNMENTS (SCAG)

4.4

Each members of the Board of Directors shall hold office form the first meeting of each odd-numbered year for a period of two years or until his/her successor is selected. Directors may be replaced for successive terms. Each member of the Board of Directors shall, however, serve at the pleasure of the appointing MEMBER AGENCY and may be removed at any time, with or without cause, in the sole discretion of the appointing MEMBER AGENCY.

4.5

The vote, assent or approval of MEMBER AGENCIES in any matter requiring such vote, assent or approval hereunder shall be evidenced by a certified copy of a resolution, minute order or similar writing of the governing body of such MEMBER AGENCY, filed with the Authority.

ARTICLE V

CONDUCT OF MEETINGS

5.1

Regular meeting of the Board of Directors of the Authority shall be held monthly. At its first meeting, the Board shall provide for the time and place of holding its regular meeting, which place shall be within Imperial or Riverside Counties. From time-to-time, special meetings may be called at the request of the President of the Board or of a majority of the Board of Directors. Notice of all meetings shall be furnished in writing to each member of the Board of Directors and to each PARTY to this Agreement at least 48 hours prior to the time appointed for the meeting.

5.2

The meetings of the Board of Directors shall be open to the public and shall be held and conducted in accordance with the provisions of the Ralph M. Brown Act as set forth in the California Government Code Sections 5t4950, et seq.

5.3

The Secretary of the Authority shall cause to be kept the minutes of all Board meetings and shall cause a copy of these minutes, along with copies of all ordinances and resolutions enacted to be forwarded to each of the PARTIES hereto.

5.4

A majority of the Board of Directors shall constitute a quorum for the transaction of business.

5.5

Except as otherwise provide herein, all actions of the Board shall be passed upon the affirmative vote of a majority of a quorum of the Board of Directors.

5.6

The Board of Directors may adopt, from time-to-time, such rules and regulations for the conduct of its affairs as may be required.

5.7

If authorized by law, Board members may be compensated for attendance at all regular and special meetings of the Board or of any committee of the Authority.

ARTICLE VI

OFFICERS

6.1

The Board of Directors shall select from its membership its own officers, including a President, Vice-President, and Secretary. The Treasurer of ______ (one of the MEMBER AGENCIES) _______ shall be the Treasurer of the Authority, to be the depository and have custody of all money of the Authority from whatever source, provided that the Board of Directors may at any time select another treasurer. Said Board shall also select a Controller, who shall be of the same public agency as Treasurer, and who shall draw all warrants to pay demands against the Authority approved by the Board.

6.2

The public officer, officers or persons who have charge of, handle or have access to any property of the Authority shall file an official bond in an amount to be fixed by the Board of Directors.

6.3

Any officer may be removed, either with or without cause, by the Board of Directors, at any regular or special meeting thereof.

6.4

The Board of Directors shall have the power to appoint such additional officers as may be appropriate.

6.5

Each and all of the said officers shall serve at the pleasure of the Board and shall perform such duties and shall have such powers as the Board may, from time-to-time determine.

6.6

The term of each office shall be a maximum of two years. It shall be a policy of the Board to encourage the rotation of the offices among the Board members.

6.7

All of the privileges and immunities from liability, exemption from laws, ordinances and rules, all pension, relief, disability, workers compensation, and other benefits which apply to the activity of officers, agents, or employees of any of the members when performing their respective functions shall apply to them to the same degree and extent while engaged in the performance of any of the functions and other duties under this Agreement. None of the officers, agents, or employees appointed by the Board of Directors shall be deemed, by reason of their employment by the Board of Director, to be employed by any of the members or, by reason of their employment by the Board of Directors to be subject to any of the requirements of such members.

BUSINESS OFFICE AND STAFF

7.1

Subject to the provisions of Paragraph 7.2 below, the Authority's business office shall initially be located at the offices of the (one of the Member Agencies) _____(city)____ California. (Agency) shall make its personnel available as necessary to perform the secretarial, clerical and administrative duties of the Authority. The Authority shall reimburse _____(Agency) ____ for any personnel time expended on behalf of the Authority at _____Agency's) _____rate of salary, plus benefits, along with any materials used, upon presentation of periodic billings.

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 administrative services or other MEMBER AGENCIES in place of, or in addition to, those of ____(Agency) ______, with the appropriate reimbursement for the same, or employ its own personnel to provide such services.

7.3

Notwithstanding the provisions of Paragraphs 7.1 and 7.2, the Authority's business office shall be relocated to within the territorial boundaries of the Salton Sea management Authority within three (3) years of the effective date of this Agreement unless the PARTIES agree otherwise.

8.1

As soon as possible after the formation of the Authority, the first meeting of the Board of Directors and annually in the month of October, 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 operation, administration, projects, programs, planing, study, debt service (if any) and reserves. The budget shall be adopted by the Board of Directors, subject to ratification by the MEMBER AGENCIES pursuant to Paragraph 4.3 above. Until such time as the ratification process has been completed, the budged shall constitute a proposed budget.

8.2

If a participating MEMBER AGENCY fails or refuses to approve any general budget of the Authority, said budget shall be returned to the Authority for restudy and/or revision. In the event a budget acceptable to all of the MEMBERS financially liable thereunder is not approve prior to the start of a fiscal year, the Authority shall continue to operate at the level of expenditure authorized by the last approved budget and the PARTIES thereto shall be obligated to promptly contributed their pro-rata portion thereof to the Authority.

8.3

Each annual budget shall provide for pro-rata contributions by each participating MEMBER AGENCY to be established by the Board of Directors of the Authority; provided, however, that the minimum annual contribution by each MEMBER AGENCY shall be $50,000 in the first year and adjusted thereafter as needs and inflationary pressure may require.

8.4

The contribution from each MEMBER of the AUTHORITY specified in any budget shall be due, payable and delivered to the Authority within 30 days after receipt of a billing from the Authority or as soon thereafter as a warrant can issue in the normal course of a MEMBER's business. To the extent permitted by State law, unpaid, past due contributions shall bear interest at the legal rate of interest from the date due to the date paid.

8.5

Each MEMBER AGENCY of the Authority 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 MEMBER AGENCY. All General Administrative Budgets and Specific Project budgets (Article IX, below) shall be subject to prior approval by each MEMBER Agency to the extent that such budgets impose any financial liability on such MEMBER AGENCY.

ARTICLE IX

SPECIFIC PROJECTS

9.1

For matters not deemed to be of general benefit to all PARTIES (Article VIII above), the Authority shall function through the identification and implementation of "specific projects." A specific project may involve less than all of the MEMBERS of the Authority, provided that no MEMBER shall be involved without its approval. A separate project budget and written project agreement of the PARTIES who consent to participation in a specific project shall be established for each specific project, which budget and agreement shall determine the respective obligations, functions and rights of the MEMBERS involved, and of the Authority. The members of the Board of Directors representing the MEMBER AGENCIES who will be involved in financing and implementing the specific project shall be and constitute a "Project Committee" of the Authority for purposes of administration and implementation of the specific project.

ARTICLE X

ACCOUNTING

10.1

The fiscal years of the Authority shall be from January 1 to December 31, following.

10.2

Full books and accounts shall be maintain 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 Treasure of the Authority shall comply strictly with the requirements of the statutes governing joint powers agencies, Chapter 5, Division 7, Title 1 of the Government Code, commencing with Section 6500, including verifying and reporting, in writing, on the first day of January, April, July, and October of each year to the Authority and to the contracting parties to the agreement the amount of money the Treasurer holds for the Authority, the amount of receipt since the Treasurer's last report, and the amount paid out since the Treasurer's last report.

10.3

The records and accounts of the Authority shall be audited annually by an independent certified public accountant and copies of each such audit report shall be filed with the Auditor-Controller of the County of Imperial, County of Riverside, state Controller and each MEMBER of the authority no later than 15 days after receipt of the audit by the Board of Directors.

10.4

Each MEMBER AGENCY shall have the right to audit the records and accounts of the Authority, the cost and expense of which shall be borne by the MEMBER Agency seeking such audit.

ARTICLE XI

REVENUE BONDS

11.1

The authority shall have the power and authority to issue Revenue Bonds in accordance with State Law.

ARTICLE XII

PROPERTY RIGHTS

12.1

To the extent that any funds received by the Authority from any MEMBER are used for the acquisition or construction of assets, the same shall be allocated annually on the books of the Authority to the credit of the said contributing MEMBER.

ARTICLE XIII

ADMISSION AND WITHDRAWAL OR DISSOLUTION

13.1

It is recognized that public entities, other than the original parties, may wish to participate in the Salton sea Authority. Additional public entities may be come parties to this Agreement such terms and conditions as provided by the Board of Directors and the consent of two-thirds (2/3) of the existing parties to the Agreement, evidenced by the execution of a written addendum to this Agreement, and signed by all of the parties including the additional party.

13.2

Withdrawal from the Authority

It is fully anticipated that each party hereto shall participate in the Authority until purposes set forth in this Agreement are accomplished, the withdrawal of any party, either voluntary or involuntary shall be conditioned as follows:

a. In the case of a voluntary withdrawal following a properly noticed public hearing, written notice shall be given to the Authority, one year and ninety days prior to the effective date of withdrawal;

b. Withdrawal shall not relieve the party of its proportionate share of any debts or other liabilities incurred by the Authority prior to the effective date of the parties' notice of withdrawal;

c. Withdrawal shall result in the forfeiture of that party's rights and claims relating to distribution of property any funds upon termination of the Authority as set forth in section 13.3 and 13.4 below.

13.3

Upon dissolution of the Authority, there shall be a partial or complete distribution of assets and discharge of liabilities as follows:

a. Upon withdrawal of any MEMBER of the Authority prior to dissolution, the withdrawing MEMBER shall forfeit its proportionate share of the assets of the Authority and shall contribute its proportionate or otherwise defined share towards the discharge of any enforceable liabilities incurred by the Authority as the same appear on the books of the Authority.

b. Upon dissolution of the Authority, each MEMBER shall receive its proportionate or otherwise defined share of the assets of the Authority within a reasonable amount of time after dissolution, and each MEMBER shall contribute its proportionate or otherwise defined share toward the discharge of any enforceable liabilities incurred by the Authority as the same appear on the books of the Authority.

13.4

The distribution of assets may be made in kind or assets may be sold and the proceeds thereof distributed to the MEMBERS at the time of dissolution after the discharge of all enforceable liabilities.

ARTICLE XIV

14.1

Hold Harmless and Indemnity

Each party hereto agrees to indemnify and hold the other parties harmless from all liability for damage, actual or alleged, to persons or property arising out of or resulting from negligent acts or omissions of the indemnifying party or its employees. Where the Board of Directors itself or its agents or employees are held liable for injuries to persons or property, each party's liability for contribution or indemnity for such injuries shall be abased proportionately upon the contributions (less voluntary contributions) of each member. In the event of liability imposed upon any of the parties to the Agreement, or upon the Board of Directors created by this Agreement, for injury which is caused by the negligent or wrongful act or omission of any of the parties in the performance of this Agreement, the contribution of the party or parties not directly responsible for the negligent or wrongful act or omission shall be limited to One Hundred Dollars ($100.00). The party or parties directly responsible for the negligent or wrongful acts or omissions shall indemnify, defend, and hold all other parties harmless form any liability for personal injury of property damage arising out of the performance of this Agreement.

ARTICLE XI

TERM: RESCISSION OR TERMINATION

15.1

This Agreement shall remain in effect and the Authority shall continue to manage and operate Salton sea for a period of 40 years form the Effective Date of this Agreement or until this Agreement is extended or terminated as provided for herein.

15.2

This Agreement may be extended or terminated by written consent of a majority of the MEMBER AGENCIES evidenced by certified copies of resolutions of their governing bodies; provided, however, that no such termination shall be effective until all revenue bonds and other forms of indebtedness issued pursuant hereto, and the interest thereon, shall have been paid or adequate provision for such payment shall have been made in accordance with the resolution of the authority authorizing the issuance thereof.

ARTICLE XVI

ARBITRATION

16.1

Any controversy or claim between any two or more parties to this Agreement, or between any such party of parties and the Authority with respect to disputes, demands, differences, controversies, or misunderstandings arising in relation to interpretation of this contract, or any breach thereof, shall be submitted to and determined by arbitration. The party desiring to initiate arbitration shall give notice of its intention to arbitrate to every other party to this Agreement and the Authority. Such notice shall designate as "respondents" such other parties as the initiating party intends to have bound by any award made therein. Any party not so designated but which desires to join in the arbitration may, within 10 (10) days of the service upon it of such notice, file a response indicating its intention to join in and to be bound by the results of the arbitration, and further designation any other parties it wishes to name as a respondent. Within twenty (20) days of the service of the initial demand for arbitration, the initiating party and the respondent shall each designate a person to act as an arbitrator. The two designated arbitrators shall mutually designate a third person to serve as arbitrator. The three arbitrators shall proceed to arbitrate the matter accordance with the provisions of Title 9 of Part 3 of the Code of Civil Procedure, section 1280 et.seq. The parties to this Agreement agree that the decision of the arbitrators will be binding.

ARTICLE XVII

NOTICES

17.1

Notices under this Agreement shall be sufficient if addressed to the principal office of each of the PARTIES hereto and shall be deemed given upon deposit in the U.S. Mail, First-Class, Postage Prepaid.

17.2

All notices, statements, demands, requests, consents, approvals, authorizations, agreements, appointments or designations hereunder shall be given in writing and addressed to the principal office of each member of the Authority.

ARTICLE XVIII

MISCELLANEOUS

18.1

The section headings herein are for convenience only and are not be construed as modifying or governing language in the section.

18.2

This Agreement is made in the State of California and under the Constitution and laws of this State and is to be so construed.

18.3

This Agreement may be amended form time-to-time in writing by unanimous action of the PARTIES; provided, however, that any such amendment shall take into consideration the holders of any revenue bonds or other forms of indebtedness which are outstanding in accordance with any resolution of the authority authorizing the issuance thereof.

18.4

This Agreement shall be binding upon and shall inure to the benefit of the successors of the PARTIES.

18.5

If any one or more of the terms, provisions, promises, covenants or conditions of this Agreement shall to any extent be adjudged invalid, unenforceable, void or voidable, for any reason whosoever 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.

18.6

The PARTIES shall not assign any rights or obligations under this Agreement without the written consent of all other PARTIES.

IN WITNESS WHEREOF, the PARTIES have executed this Agreement on the day and year hereinafter indicated.

The document is signed and dated by the following persons:

Riverside County, Patricia Larson, Chair, Board Supervisors, August 4, 1993

Imperial County, Wayne J. Van De Graaff, Chair, Board of Supervisors, September 7, 1993

Imperial Irrigation District, Lloyd Allen, President, Board of Directors, August 16, 1993

Coachella Valley Water District, Tellis Codekas, President, Board of Directors, August 12, 1993

[The JPA the agreement became effective as of the date on which all of the parties to this agreement approved and executed this agreement.]


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