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HomeMy WebLinkAbout97-15RESOLUTION NO. 97-15 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UKIAH APPROVING JOINT POWERS AGREEMENT FOR THE FORMULATION AND IMPLEMENTATION OF THE MENDOCINO COUNTY INLAND WATER AND POWER COMMISSION WHEREAS, the Russian River watershed and the Eel River diversion are significant resources upon which the City of Ukiah relies upon for continued prosperity; and WHEREAS, the City of Ukiah has joined with the Mendocino County Water Agency, Mendocino County Russian River Flood Control and Water Conservation Improvement District, Redwood Valley County Water District, and Potter Valley Irrigation District, to preserve and enhance these resources; and WHEREAS, the City of Ukiah has determined the best method to address the issues surrounding the watershed and division is to create a joint exercise of powers agreement to establish an inland power and water commission. NOW, THEREFORE, BE IT RESOLVED that the Ukiah City Council approves the Joint Exercise of Powers Agreement for the Formulation and Implementation of the Mendocino County Inland Water and Power Commission, attached as Exhibit A, and authorizes the Mayor to execute the agreement. PASSED AND ADOPTED this 21st day of August, 1996 by the following roll call vote: AYES: NOES: ABSENT: ABSTAIN: Councilmembers Mastin, Malone, Shoemaker, and Mayor Schneiter None Councilmember Wattenburger None ATTE/,~T: I~l~rge ~iuntoli,' City Cierk rnfh:resord R~S9714 M]~I'DOOZNO ~"'O17N~¥ ZNT.~I~D W'AT~, iS, ND COMIC. ZIPS ZON (~O],I~.Z~SZON) THIS JOINT EXERCISE OF POWERS AGREEMENT, is made and entered into by and between the following Public Agencies within the State of California, that is, Mendoctno County Water AgenCY,. (Water Agency), Mendocino COunty Russian River Fl°od Control & Water Conservation Improvement District (Flood Control), Redwood Valley county Water District (Redwood), the Potter Valley Irrigation District (PVID), and City of Ukiah (Ukiah). The foregoing parties are collectively referred to herein as "the signatories". RECITALS: This Agreement is made with reference to the following facts: A. WHEREAS, the Russian River and its tributaries are valuable resources vital to economic development, environmental general well being of the signatories and their quality and' constituents. B. WHEREAS, 'the Eel River diversions into the Russian River Watershed are absolutely vital tothat economic development, environmental quality and general well being; c. WHEREAS, the signatories recognize that a United voice is required of all of the signatories w~en it comes to issues relating to (1) the continued Eel River 'Diversion; and (2) the viability of the PG&E Potter Valley Project; and (3) the potential sale by Pacific Gas & Electric (PG&E) of the Potter Valley Project; and (4) to conduct negotiations and enter into agreements with agencies and entities located outside Mendocino County and with the State and Federal Government respecting Eel River and Russian River Waters. D. WHEREAS, this Co~ission will require financial resources to pay the costs of administration thereof and the cost of acquisition of water works, 'power works and related assets, as may from time to time become necessary. E. WHEREAS, Title I, Division 7, Chapter 5 (commencing with Section 6500) of the Government Code of the State of california authorizes the joint exercise by agreement, of two or more public agencies of any power common to them. F. WHEREAS, pursuant to Section 25680 et seq. of the Government Code, the parties hereto possess '.in co~on the power to study, discuss, formulate and recommend policies, action plans, a~d procedures for (1) the acquisition of water works and power plants and related assets and rights~ and (2) to undertake any act necessary for preservation of the continued Eel River diversion into the Russian River watershed; and (3) to undertake any act necessary for the maintenance of the viability of the PGaE Potter Valley Project; and (4) to purchase or otherwise acquire the ss~e~ and (5) to 'conduct negotiations and enter agreements with persons, agencies and entities located outside of Mendocino County and with State and Federal Governmental agencies respecting Eel River and Russian River Waters. G. WHEREAS, the parties hereto recognize that the exigencies of 'the problems in this area and within their respective. jUrisdictions require that they unify and coordinate their efforts in solving said problems by entering into this agreement to provide for the Joint exercise of their said powers in aiding and assisting An (1) the acquisition of water works and power plants and related assets and rights; and (2) to undertake any act necessary for preservation of the continued Eel River diversion into the Russian River watershed; and (3) to undertake any act necessary for the maintenance of the viability of the PG&E Potter Valley Project; and (4) to pUrchase or otherwise acquire the s~me; and (5) to conduct negotiations and enter agreements with persons, .agencies end entities located oUtside of Mendocino County and with State and Federal Governmental agencies respecting, Eel River and Russian River Waters; and (6) to formally establish a Joint powers agreement to formulate, implement and execute such a plan, and to officially establish and structure the Board of Directors of said Joint Powers Agency; NOW, THEREFORE, in consideration of the mutual benefits, covenants and agreements set forth herein, the parties hereto agree as follows: ARTICLE I -.AUTHORITY SECTION 1.01. Legal Authority. This Joint Exercise of Powers Agreement is made under the authority of Title I, Division ?, Chapter 5 (commencing with Section 6500) of the Government .Co~e of the State of California. ~RTICLE II - DEFINITIONS SECTION 2.01. General. Unless the context otherwise requires, the words and· terms defined in this Article II shall, for the purposes hereof, have the meaning specified below: SECTION 2.02. Act. "Act" means Title I, DiviSion 7, Chapter 5 (commencing with Section 6500) of the GoVernment Code of the State of California~ SECTION 2.03. ~. "Co~ission" means the Mendocino Inland Water and Power Comm~sSion created pursuant to this ag;-eement. SECTION 2.04. ~. "Fiscal Year" means the period from July ! to and including the following June 30. SECTION 2.05. Dgard..Qf Directors. "Board of Directors" means the governing board of the Comm£ssion established pursuant to this agreement. SECTION 2.06. S%ate. "State" means the State California. SECTION 2.07. Administrative Expense. "Administrative Expense" means those sums of money required to be expended by the COmmission from an a~ministrative expense fund, to be established and maintained by the Co~ssion, to finance those costs of a~ministering this agreement and for carrying out the powers and functions authorized in this agreement which are not payable from the proceeds of either State or Federal grants. SECTION 2.08. Member. "M_~er" means a me~er of the Board of Directors of the Commission and includes an alternate me~er. SECTION 2.09. Eel River .and Russian River Waters. "Eel River and Russian River Waters" means any water originating in, 'Or flowing through the territory of this co~ission in the Eel River or Russian River watersheds. SECTION 2.10. Potter Valley Project. "Potter Valley Project" means all of the real and personal property and Other assets and works operated by pacific Gas & Electric Company in connection with Federal Energy Regulatory Co~ission, Project'No. '77. SECTION 2.11. NEW WAT~. "New Water" means the development of additional water for appropriation either by diverting or storing water not already subject to a. valid water right. SECTION 2.12. MEMB~R~GENCY. "Member. Agency- means an agency which has signed and become a party to this Agreement. SECTION 2.13. SURPLUS ~NDS. "Surplus funds" means funds of .the Co~mission ~hich are not needed for its cUrrent operations (existing monthly expenses or expenses it will incur within ninety (90) days), to satisfy short term debt (debts due and payable within ninety (90) days), or obligated under the terms of project specific participation agreements as authorizedby Section 6.02(A) (5') or other valid agreements of the Co~ssion. SECTION 2.14. RIGHT OF FIRST REFUSAL. "Right of first refusal" means the right set forth in Sections 602(A)(5)(A) and 602A(6). The Co~[ssion shall have the exclusive right to apply for additional water rights or otherwise develop new water on its o%rn behalf or on behalf of its Me_~ber Agencies, unless: a. A Member Agency has undertaken an investigation of a Project before the effective date of this Agreement~ or b. Subject to .the Commission protecting the confidentiality of the information provided by the Member Agency to the maximum extent permitted by law, a Member Agency has presented' a written proposal to the Co~tssion whiCh contains, at a minimum: (1) The amount of water the agency wishes to.. apply' for or develop; (2) The point or points of diversion and/°r storage~ required; (3) The dates of diversion and/or storage; (4) A description of the physical improvements (5) An estimate of project cost; (6} A schedule for making application and constructing the improvements; and (7) Such additional information as the Commission may reasonably request in order to evaluate the merits of the proposal (provided the information is reasonably available to the Member Agency without undue cost); and c. Within the time required bythissubsection (b), the Co~mission has failed to notifythe Member Agency that it will make application and construct the improvements in accordance with the proposal. The Commission must provide said notice to the M~m~r 6 Agency within six month~ after submission of the proposal, or within a shorter perio~ specified by the Me~r Agency, if the Member Agency can demonstrate that a shorter response time is reasonably required to comply with the proposed schedule and the Me~er Agency has submitted the proposal within a reasonable time after it first began to consider it~ or d. After providing such notice, the Co~ission fails to make application or construct the ~provements in accordance with' the proposal. SECTION 2.15. GENDER= Where the masculine gender is used in this document it shall be interpreted as referring to both masculine and feminine gender. ARTICLE III - PURPOSE SECTION 3.01. Purpose. It is the purpose of this agreement to provide a united, coordinated, orderly, positive and more effective means for the following purposes= (1) the · acquisition of water works and power plant and related assets and rights; and (2} to undertakeany act necessary for preservation of the continued Eel River diversions into the Russian River watershed; and (3) to undertake any act necessary for 'the maintenance of the viability of thePG&E Potter Valley Project; and (4) to purchase or otherwise acquire the s~e; and (5) to conduct negotiations and enter agreements with persons, agencies and entities located outside of Mendocino County and with State and Federal Governmental agencies respecting Eel River and Russian River Waters; and (6) to create sinking funds, and; (?) to raise the funds necessary to support the administration of the commission by taxes, bonds, benefits of assessment., user fees and by all other legal means and' to otherwise support the purposes of this agreement for the general benefit of all the citizens of the signatories by (8) establishing a separate Mendocino Inland ' Water and. Power Com~isston~ and (9) by vesting this commission with power (a) to effectively coordinate the formulation, administration and implementation of the purposes of this agreement~ and (10) to establish appropriate operating and advisory committees to conduct public hearings, to assist the Commission in carrying out the foregoing purposes and to assist the Commission in the implementation of projects and programs to carry out-the purposes of this agreement. ARTICLE IV - FORMATION AND ORGANIZATION SECTION 4.01. Creation of Co~mission. Pursuant to the Act, there is hereby created a. public entity to be known as the "Mendocino Inland Water and Power Commission#, herein called "Commission." The co~ission is a public entity, separate-and apart from the parties to this agreement and said Commission shall adm~nister this agreement. SECTION 4.02. GOvernin~ Board. The Commission shall be governed by a Board of Directors composed of members from the governing board of each of the following public entities (1) the Water Agency one member, (2) PVID one member, (3) Redwood one member, and (4) Flood Control one member, and (5) Ukiah One member. SECTION 4.03 Alter~ates. The Water Agency, PVID, Redwood, Flood Control and the City shall also appoint from its respective governing board, one alternate member of the Board of Directors. The alternate may attend and participate in, but not vote, at' any meeting of the Board of Directors of the commission. The alternate may take the seat of the regular member at the co~ssion table and may vote at any meeting of the Board of Directors of the Co~ission at which the regular m~-m~er from the alternate's public entity is absent. SECTION 4.04 MembershiP. A. Each member (and alternate me~er) shall serve at the pleasure of the appointing public entity. If a 'person serving as a member (or alternate) ceases to be a me~er of the governing board of the public entity that appointed such person to serve as a me~er (or alternate) on the Board of Directors of the Co~ssion, he or she shall at the same time cease to be a 'member (or alternate) of the Board of Directors of the Co~ission. Such public entity shall proceed without undue delay to appoint' a new me~er (or alternate) as the case may be. B. All voting power of the C0~ssion shall reside in the Board of Directors. C. A member of the governing board of the public entity that appointed such person as a member of th~ Board of Directors of the Commission may serve simultaneously as a ~e~er of the governing board of such appointing public entity and as a member of the Board of Directors of the Co~m~ssion. D. No person while serving as a me~er of the Board of 9 Directors of the Commission shall be eligible to be appointed to any salaried office or employment in the service of the CO~ission nor shall he or she become eligible for such appointment within three years after he or she has ceased to be a member of the Board of Directors of the Commission. E. The me~bers of the Board Commission shall serve without compensation. in any way remuneration received by a local public official who, in addition to his/her responsibilities as a local public, official, serves as a member of the Board of Directors of the Co~ission. All members of the Board of Directors of the Commission may be reimbursed for reasonable and necessary expenses incurred in the perfo~.~ance of their duties as such members. ReimburSement Of expenses shall be subject to approval of the Board of DireCtors of the Co~_ ~ission. SECTION 4.05. Reaular Meetinas. The Board of Directors shall provide for its regular meetings. The date, hour, and place of the holding of regular meetings shall be fixed by resolution of the Board of Directors, and a copy of such resolution shall be filed with each party hereto. SECTION 4.06~ Ralph M. Brown Act. All meetings of. the Board of Directors, including, without limitation, regular', adjourned regular and special meetings, shall be called, noticed, held and conducted in accordance with the provisions of the Ralph M. Brown Act (commencing with Section 54950 of the Government Code of the State of California). of Directors of the This shall not affect 10 SECTION 4.07. Minutes. The secretary of the COmmission shall cause to 'be kept minutes of the meetings of the Board o~ Directors and shall, as soon as possible after each meeting, cause a copy of the minutes to be forwarded to each member of the Board of Directors and to each public entity that is a party to' this agreement for approval at the next regular, meeting of the CommisSion. SECTION 4.08. Ouo~m. Three (3) members of the Board of Directors shall constitute a quorum for the transacti°n of business, except that less than a quoz-~m may adjourn', from time to time. An affirmative vote of at least three (3) members of the Board of Directors shall be required to take action on all matters. SECTION 4.09. Rules. The Board of Directors of the Commission may adopt, from time to time, such by-laws, ruleS and regulations for the conduct of its meetings and affairs as are necessary for the purposes hereof, SECTION 4.10. Office. The Board of Directors of the Commission may establish and maintain an office within the territory encompassed by the Commission as it deems, will best facilitate the accomplishment of the objectives and purposes of the Co~-ission. SECTION 4.11. ~. The Commission shall encompass (1) all of the territory within and between the geographical boundaries of P VID, Redwood and Flood Control; and (2) it shall include all real property located in Mendocino County within the watershed of Eel River from the Mendocino County/Lake 11 the County) boundaries boundaries boundary. County Line' on the'East to the toe of Cape Van Horn D~ on the West; and (3) the Potter Valley Project tunnel from Van Arsdale Reservoir on the North to the PG&E Power House in Potter Valley on the South. Im~ediately after the Commission is created and the first Board appointed the Board shall instruct an engineer to prepare a metes and bounds legal description and a map showing the exterior boundaries of the Commission boundaries if it is required by law to do so or if the Co~m~ssion deems it appropriate. The Commission may expand those boundaries as the Co~ission may from time to time see fit. If the boundaries'of a Signatory (other than expand by annexation or merger beyond the original of the Commission boundaries then the Co~issi°n will automatically extend to the signatoriesl new ARTICLE V - OFFICERS AND EMPLOYEES SECTION 5.01. Chairman. Vice-Chairman and Secretary. The Board of Directors shall elect a Chairman and Vice Chairman from -mong its members at 'its first meeting. Thereafter at its first meeting in each succeeding calendar year, the Board of Directors shall elect a Chairman and Vice Chairman. Each officer shall ass,~e the duties of his/her office upon election. If either the Chairman or the Vice Chairman' ceases to be a member, the resulting vacancy shall be filled at the next regular meeting o'f the Board of Directors held after such vacancy occurs. The Chairman shall preside at and conduct all meetings of the Board of Directors. 12 A. The Board of Directors shall select a Secretary who may, but need not, be a member of the Board of Directors. The Secretary shall serve at the pleasure of the Board of Directors and shall perform those duties and functions customary to the office of Secretary of a public' entity. B. The Chairman shall sign' all contracts on behalf of the Co~ission and perform such other duties as may be imposed by the Board of Directors. C. The Vice Chairman shall act, sign contracts, and perform all of the Chairman's duties in the'absence from the County of Mendocino of the Chairman and in the event the Chairman is not able to so act due to conflict of interest. SECTION 5.02. reasons of illness, disqualification, or The Treasurer-Tax Collector of the County of Mendocino is hereby designated as the Treasurer of the Co~ission and as the depositary to have custody of all the money of the Commission from whatever source. The Auditor- Controller of the County of Mendocino is hereby designated as the Auditor-Controller ofthe commission. The Treasurer-TaxCollector and the Auditor-Controller shall have the duties and Obligations set forth in Section 6505 and 6505.5 of the Act and shall assure that there shall be strict accountability of all funds and report of all receipts and disbursements of the Co~ission. The governing board may select another treasurer or auditor controller after adoption of this Joint Powers Agreement. The Board of Supervisors of the County ofMendoc~o shall 13 respective amounts Auditor-Controller 6505.1 of the Act. determine the reasonable charges to be made against the Commission for the services of the Treasurer-Tax Collector and Auditor- Controller, such charges not to exceed the actual cost to the County'of such services. SECTION 5.03. ~ndina Persons Havina Access to Property. From time to time, the parties hereto shall designate the public officers or persons, in addition to the Treasurer-Tax Collector and Auditor-Controller, having charge of handling or having access to any property of the Commission, and shall further designate the of the official bonds of the Treasurer and and such other persons pursuant to Section SECTION 5.04. ~aineerina and Leaal Advisors. The Board of Directors may select, appoint, employ and retain engineering and legal advisors of the Commission, who shall perform such duties as may be prescribed by the Board of Directors. The Board may select an engineer or legal advisor of one of the signatories to serve in these capacities. SECTION 5.05. Qther Employees. The Board of Directors shall have the power to appoint and employ such other officers, employees, and may contract with consultants and other professional persons or firms as it considers necessary for the purposes hereof. SECTION 5.06. ~ompensation. The Board of Directors shall determine the compensation of, and pay from Commission funds (including payment from funds which the Commission may receive from time to time in the form of federal and state grants) the salaries, 14 wages, fees and other compensation of such planning, engineering, legal, financial, or other technical and professional personnel, consultants, and other employees of the Co~mission. SECTION 5.07. Non-Civil Service. Nothing herein contained shall be construed as making the Commission a department of any party to this agreement or as placing any of the officers, counsel, personnel, or employees of the Co~ission under any other form of specially protected employment right or status. ARTICLE VI - ~QWERS SECTION 6.01. Subject to the limitations on the commissions powers set forth in Section 7.01 of this agreement, the Commission is hereby authorized, in its own name, to do all acts necessary for the exercise of the foregoing powers to accomplish the purposes of this agreement including, but not limited to, any or all of the following: A. As provided in the Act, the Commission shall be a public entity separate from the parties hereto. The Commission shall have the power to aid and assist in the formulation, administration and implementation of: (1) to acquire water works and power plants and related assets and rights; (2) to undertake any act necessary for the preservation of the continued Eel River diversion into the Russian River watershed; (3) to undertake any act necessary for the maintenance of the viability of. the PG&E Potter Valley Project; 15 (4) to purchase or otherwise acquire the same; (5) to conduct negotiations and enter agreements with persons, agencies and entities located outside of Mendocino County and with State and Federal Governmental agencies respecting Eel River and Russian River Waters~ (6) to develop other sources of water for the benefit of the commission's constituents either alone or in conjunction with other agencies~ (7) to raise the funds necessary to support the administration of the Co~mission and the purpose of this agreement by (a) imposing taxes, (b) incurring bonded indebtedness and issuing bonds, (c) by levying benefits of assessment, (d) by imposing user fees, and (e) by securing grants and loans from government agencies and others; (8) to establish appropriate operation and advisory Committees to conduct public hearings, to assist the Commission in carrying out the purposes of the Co~mfssion, and to assist the Co~ission in the implementation of projects and programs to carry out the purposes of the Commission~ and (9) to further a~minister, coordinate, promote, carry out and implement the purposes of this agreement as referred to in Section 3.01 of Article III hereof. B. To make and enter into contracts; C. To employ agents, employees, consultants, and independent contractors; D. To acquire, hold or dispose of real, personal and 16 intangible property, or any interest therein, by deed, purchase, lease, contract, gift, devise, or otherwise; E. To sue and be sued in its own name, except as otherwise provided by law. An action to determine the validity of any contract may be brought pursuant to Chapter 9 (commencing with Section 860) Title 10, Part 2 of the Code of Civil Procedure of the State of California; F. To incur debts, liabilities or obligations, provided that no debt, liability or obligation shall constitute a debt, liability or obligation of any of the separate public entities that are parties to this agreement; provided that the total debts, liabilities or obligations incurred in any fiscal year do not exceed the revenue received in the same fiscal year, unless in the form of a bond properly issued by the Commission; G. To apply for, accept, receive and disburse grants, loans and other financial assistance from any agency of the United States of America or of the State of California, or from any other public agency or from other sources, public or private, and expend such funds for the purposes set forth in this agreement; Hi To invest any money, that is not required.for the immediate necessities of the Commission, as the Commission determines is advisable, in the same manner and upon the same conditions as apply to local agencies, pursuant to Section 53601 of the Government Code of the State of California; I. To carryout and enforce all the provisions of this agreement; 17 J. To contract for and obtain insurance against any insurable risk reasonably anticipated to result from the exercise of any powers or functions of the Co~mission or the performance of any duties by the officers and employees of the Commission; K. To make, adopt, amend, and repeal its by-laws, rules, ordinances, resolutions and procedural regulations not inconsistent with, and to carry into effect, the powers granted in and purposes of this agreement; L. To perform such duties and fUnctions as may be necessary or appropriate for the coordination of federal or state assisted programs and projects within the geographical boundaries of the Eel and Russian River watersheds; To do and perform any and all acts necessary to Me participate in without, the including, federal or state assisted jurisdictional boundaries without limitation, applying projects within, or of the Co~ission, for, accepting and administering grants or other financial assistance from the federal government, the state, or other public agencies, or from any other sources, public or private, for such projects; to sue and expend such funds for any of the purposes as described or referred to in this agreement; and to enter into and carry out contracts or agreements in connection therewith which are not inconsistent with the purposes and powers of the Commission as set forth in this agreement; N. To aid and assist member entities and other public agencies in the application for economic support of appropriate 18 projects and programs; O. To adopt a seal and alter it at its pleasure; and P. To acquire property through the power of eminent domain. SECTION 6.02(A). DeleGated Powers. The signatories delegate to the Commission the right to act on behalf of any and all of the signatories in the following areas: (1) to negotiate for and to purchase or otherwise acquire the Potter Valley Project from PG&E; (2) to undertake any act necessary for the preservation of the continued Eel River diversion into the Russian River watershed; (3) to undertake any act necessary for the maintenance of the viability of the PG&E Potter Valley Project; (4) to undertake any act necessary for and negotiate and otherwise deal with persons, agencies, and entities located outside of Mendocino County and with State and Federal Agencies respecting Eel River and Russian River Water supply issues (as defined in S2.09). (5) to apply for and otherwise develop water and water rights ("a Project") for the benefit of the territory of the Commission, subject to: (a) the Commission's right of first refusal; and (b) a participation agreement among those Member Agencies participating in the Project that sets forth the terms of that participation, including, but not limited to, each Agency's 19 participation in financing the Project, its share of project benefits and debts and its rights and duties, if the participating Member Agency seeks to terminate its participation in the Project or its membership in the Commission. (6) All future water applied for by the various agencies will be applied for by the Commission subject to an agency's right to pursue a project if the Commission does not exercise its right of first withdrawal. SECTION 6.03 Claims. refusal, and apportioned upon All claims and actions for money or damages against the Commission and its officers and employees are governed byDivision 3.6 (commencing with Section 810) of Title I of the Government Code of the State of California. The Commission shall be deemed a "public entity" within the meaning of Division 3.6 of Title I of said Government Code. SECTION 6.04. Interests In Contracts. The provisions of Article 4 (commencing with Section 1090), Article 4.5 (commencing with Section 1100), and Article 4.6 (co~encing with Section 1120), Chapter 1, Division 4, Title I, and Sections 87100 et seq. of the Government Code of the State of California prohibiting certain financial interests in public contracts and pertaining to conflicts of interest shall apply to the officers, directors, and employees of the Commission. SECTION 6.50. Enforcement by Commission. The Commission is hereby authorized to take any or all legal actions necessary and permitted by law to enforce this agreement. 2O applications entity. ARTICLE VII - RESTRICTIONS ON POWERS SECTION 7.01. ~necific Restrictions. The following specific restrictions on the powers and functions of the Commission shall apply and be observed bY the Commission: A. The Commission shall not interfere in the internal affairs of a member entity. The Commission shall have no veto power over grant submitted to state or federal agencies by a member C. The Commission shall not have the power to acquire, by eminent domain or otherwise, the water or water rights of a signatory hereto nor of any private water rights owners within the Commission's territory. D. The signatories do not delegate to the Commission their respective water, water rights, contracts with third parties or between signatories, nor the right to perform, enforce or negotiate with respect to the same. E. No tax will be imposed upon the citizens of the Commission without prior approval of the Boards of the respective signatories, and compliance with State law. F. The Co~mission shall not have the power to participate, by intervention or otherwise, in litigation or administrative hearings, between one of the members and any other party respecting that members water right or contract rights relating to its water, without the consent of that member. ARTICLE VIII - METHOD OF PROCEDUR~ 21 SECTION 8.01. ~ssumDtion of Responsibilities. Upon completion of the initial organization of the Commission and the selection of a Chairman and Vice Chairman, and the appointment of the Secretary and Engineering and Legal Advisor, the Co~ission shall proceed to carry out its duties and responsibilities as set forth in this agreement. ARTICLE IX - FINANCIAL AND INSURANCE PROVISIONS SECTION 9.01. Fiscal Year. The fiscal year of the co~mission shall be from July I of each year to and including June 30 of the following year. SECTION 9.02 Insurance . The Co~ission shall secure and maintain insurance for personal injury in the minimum amount of $1,000,000 per person and $3,000,000 per incident, or more, and for damage to property of the Commission and others in the minimum amount of $1,000,000 per incident, or more. SECTION 9.03. Contributions. The parties hereto shall each contribute to the Commission within 30 days of approval of this agreement by all five member agencies the sum of $2,000.00. Any financial contributions other than set forth above shall be made only upon approval of the board of the commission and ratification by the boards of the member agencies. The expenditure of funds contributed to the Commission by the parties hereto shall be used only for ordinary administrative and operating expenses of the Commission and for payment Of fees and costs incurred or to be incurred by the Commission in connection with the execution of its purpose. 22 SECTION 9.04. ~. A. The Board of Directors of the Commission shall, on or before February i of each year, prepare and s~bmit to each party hereto a budget estimate of the expenses of conducting the CommiSsion for the ensuing year. B. The budget estimate shall be in such form as the Board of Directors may prescribe using the guidelines of the California State Controller. The budget estimate Shall contain a s~m~ary of the fiscal policy of the Commission for the bUdget year and shall include data showing the relation between the total proposed expenditures and the total anticipated income or other means of financing the budget forthe ensuing year, contrasted with the corresponding data for the current year. The budget estimate may include an unappropriated balance item to be available for appropriation in the ensuing fiscal year to meet contingencies other than contingencies resulting from temporary insufficiencies in the revenues of the Commission. C. After submission of the budget estimate, the Board of Directors shall fix a time and a place for hearing by the Board of Directors thereon. At the budget hearing the Board of Directors may increase or decrease any item in the budget estimate and may delete any item therefrom or add any new item thereto. Upon the conclusion of the budget hearing and not later than March I of each year the Board of Directors shall approve the budget estimate as submitted to the parties hereto or as revised by 23 the Board of Directors, and thereupon the same shall constitute the final budget for the ensuing fiscal year. The several items of the final budget shall be deemed appropriated for the ensuing fiscal year in the amounts and for the purposesspecified in the final budget. SECTION 9.05. Records add Accounts. The Commission shall cause to be kept accurate and correct books of account, showing in detail the costs of a~tnistration, bond interest, bond redemption, operation and maintenance, and all financial transactions of the Commission. Said books of account shall be open to inspection at all time during normal working hours by the public or any representative of any of the parties hereto, or by and accountant or other person authorized by any party hereto to inspect said books of account. The Auditor-Controller shall, in accordance with Section 6505 of the Act, cause the books of account and other financial records of the Commission to be audited annually. ARTICLE X - TERMINATION SECTION 10.01. Term. This agreement shall be effective 30 days after this agreement is approved by each of the member agencies, and shall continue until rescinded or terminated by agreement of all the parties hereto, provided that termination shall not occur less than six months before the end of the fiscal year. SECTION 10.02. (A) termination of this Agreement, DisDositio~ Of Assets, On the and subject to project specific 24 participation agreements, as provided in Section 6.02(A)(5), surplus money of the Commission shall be distributed to the Member Agency in the same proportion that the contribution paid by each M-~her Agency bears to the total contributions by the Member Agencies. All other .assets of the Commission, both real and personal, tangible and intangible, shall be disposed of in such manner as the Member Agencies shall agree. Until the Member Agencies have agreed, the Commission shall hold the assets in trust for them. (B) DisPosition of Liabilities: To the extent permissible by law the debts and liabilities of the Commission shall not become the debts and liabilities of the member agencies. (C) Any debt incurred pursuant to a specific participation agreement shall be disposed of upon termination of this agreement or withdrawal of a member as provided for in that agreement. ARTICLE XI - MISCELLANEOUS PROVISIONS SECTION 11.01. Notices. Notices hereunder shall be sufficient if delivered to: The Chief Administrative Officer of each party hereto or to such other person and address as a party hereto may request in writing to the Commission from time to time. Notice to the Commission shall be sufficient if delivered to the Office of the Secretary of the Commission. SECTION 11.02. Amendment of A~reement. This agreement may be amended only by an agreement, in writing, approved by all of the then participating public entities. Approval of the Board of 25 Directors'of the Commission shall not be required for amendment of this agreement. SECTION 11.03. Partial Invalidity. If any one or more of the terms, provisions, sections, promises, covenants, or conditions of this agreement shall to any extent be adjudged invalid, unenforceable, void or voidable for any reason whatsoever, by a court of competent jurisdiction, each and all of the remaining agreement shall not be affected thereby, and shall be valid and enforceable to the fullest extend permitted by law. SECTION 11.04. Withdrawal of Member. A Member Agency may terminate its membership in the Commission at any time after first providing the Commission with six months notice of its intent to terminate ("a termination notice"). Subject to project specific participation agreements as authorized by Section 10.02(A),(B) and (C), upon termination, the Comm~ssion shall provide the Member Agency with its pro rata share of surplus funds of the Commission as of the date when the Member Agency first provided the Commission with a termination notice. SECTION 11.05. Notice to Secretary of State. The Secretary of the Commission shall be responsible for preparing and filing the notice to the Secretary of State of this joint exercise of powers agreement, pursuant to the provisions of Section 6503.5 of the Government Code of the State of California. IT WITNESS WHEREOF, the parties hereto have caused this agreement to be executed and attested by their proper officers thereunto duly authorized, and their official seals to be hereto affixed, as of the date and year first above written. 26 (SEAL) ATTEST.~ MT~NDOCINO COUNTY WATER AGENCY OF THE COUNTY OF MENDOCINO BY ' Water Agency Clerk o~~rs of the County of Mendocino, State of California County BY Deputy Clerk Approved as to form: Counky Counsel (SEAL) POTTER VAT.?.EY IRRIGATION DISTRICT Chairman of the Board of the Potter Valley Irrigation District ATTEST: Secretary to the Board of Potter Valley Irrigation District (SEAL) ATTEST: REDWOOD VALLEY COUNTY WATER DISTRICT Chairman of the Board of the Redwood Valley County Water District Redwood Valley County Water District 27 MENDOCINO COUNTY RUSSIAN RIVER FLOOD CONTROL AND WATER CONS~VATION Chairm~n of the Board of the Mendocino County Russian River Flood Control and Water Conservation Improvement District (SEAU) $'ec~et.ary to the Board. ~ Mendoclno County Russian River Flood Control and Water Conservation Improvement District (SEAL) City' C~rk ~ ' Mayor of the City of Ukiah 28 The foregoing instrument is a correct copy _of.the original on file in thi{ office ATTEST: ]O¥CE A~ BF.~D Clerk of the Board of. Supervisors of the County of Mendocino. Stale of California - Deputy EXHIBIT #A" County of Mendocino Potter Valley Irrigation District Redwood Valley County Water District MCRRFC&WCID City of Ukiah 29