Loading...
HomeMy WebLinkAboutCC RESO 12,402RESOLUTION NO. 12,402 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY DETERMINING THAT THERE IS NEED FOR THE PARKING AUTHORITY OF THE CITY OF NATIONAL CITY UNDER AND PURSUANT TO THE PARKING LAW OF 1949 TO FUNCTION IN THE CITY OF NATIONAL CITY AND DECLARING THE CITY COUNCIL OF THE CITY OF NATIONAL CITY TO BE SUCH PARKING AUTHORITY WHEREAS, pursuant to Section 32650 of the Streets and Highways Code the State of California there has been created in the City of National City and now exists a public body corporate and politic known as the Parking Authority of the City of National City, in accordance with the provisions of the parking law of 1949; and WHEREAS, parking law of 1949 provides that such park- ing authority shall not transact any business or exercise any power unless and until this City Council by resolution declare that there is need for such authority to function in the City of National City; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of National City: 1. There is need for the Parking Authority of the City of National City to function in the City of National City and this City Council hereby so declares and determines. 2. This City Council hereby declares itself to be the Parking Authority of the City of National City, and all of the rights, powers, duties, privileges and immunities vested by the parking law of 1949 in the members of such park- ing authority shall be vested in the City Council of the City of National City as the Parking Authority of the City of National City. 3. The Mayor of the City of National City shall act as the chairman and presiding officer of the Parking Auth- ority of the City of National City and the City Clerk, Director of Finance and City Attorney, respectively, of the City of National City shall act as clerk, treasurer and attorney for the Parking Authority of the City of National City. 4. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED this 12th day of July, 1977. MAYO ATTEST: C-Y'-''-''— CITY CLE RECITALS SOUTH BAY and NATIONAL CITY and the residents in each of them are served by the water supply and distribution system owned by the California -American Water Company, which system is known as the Sweetwater District of the San Diego Bay Division -(hereinafter sometimes referred to as "Sweetwater System"). SOUTH BAY and NATIONAL CITY are in the process of acquiring the Sweetwater System by means of an eminent domain proceeding (San Diego Superior Court No. 306441). SOUTH BAY and NATIONAL CITY find that it would be in the best interests of each public agency and the residents of each of them to create the"SWEETWATER AUTHORITY" to acquire, System so at the operate, manage, maintain 'and improve the Sweetwater that their residents will be supplied with water lowest possible cost consistent with sound economy, prudent management and the security and payment of the principal and interest of the revenue bonds to be issued by SOUTH BAY. Exhibit "A" NOW, THEREFORE, SOUTH BAY AND NATIONAL CITY, FOR AND IN CONSIDERATION OF THEIR MUTUAL PROMISES AND AGREEMENTS HEREIN CONTAINED, DO AGREE AS FOLLOWS: SECTION 1. Purposes of Agreement and Common Powers to be Exercised This Agreement is made pursuant to the provisions of - Article 1, Chapter 5, Division 7, Title 1 of the Government -__Code of the State of California (commencing with Section 6500, hereinafter sometimes called "Act") relating to the joint exercise of powers common to public agencies, in this case being SOUTH BAY and NATIONAL CITY, each of which is - authorized to contract with the other pursuant thereto. The purposes of this Agreement are to create the SWEETWATER AUTHORITY, to provide for the acquisition, leasing, ownership, financing, operation, management, maintenance, repair and improvement of the Sweetwater System, and the construction of additions and improvements thereto, for the supplying of water for domestic, irrigation, sanitation, industrial, fire protection, recreation or any other public or private uses. Each public agency has in common the powers to acquire, own, -finance, lease, operate, manage, maintain, repair, improve and construct such facilities for such purposes. The fore- going purposes will be accomplished and common powers exercised in the manner hereinafter set forth. (End of Section 1) -2- SECTION 2. Sweetwater Authority (A) Creation of Authority Pursuant to Sections 6505 and 6507 of the Act, there is hereby created a public entity to be known as the "SWEETWATER --AUTHORITY." The SWEETWATER AUTHORITY shall be a public -entity separate and apart from SOUTH BAY and NATIONAL CITY and a paklle ageaey "local government" within the meaning of Settioh 1765 3(c) of Article XIII of the California Constitution. :fihe"-boundaries of the SWEETWATER AUTHORITY shall be coterminous with the boundaries of SOUTH BAY and NATIONAL CITY as they exist from time to time. The debts, liabilities and obligations of the SWEETWATER AUTHORITY shall not constitute debts, -liabilities or obligations of SOUTH BAY or NATIONAL CITY. (B) Governing Board The SWEETWATER AUTHORITY shall be administered by a - Governing Board of seven (7) members, each serving in his --7-individual capacity as a member of the Governing Board. -Such-Governing Board shall be called the "Governing Board of :the SWEETWATER AUTHORITY." All voting power shall reside in the Governing Board. = Five (5) members of the Governing Board of the SWEET - WATER AUTHORITY shall be appelnted-by the five persons who :'are from time to time the incumbent members of the Board of Directors of SOUTH BAY. They-shall-be-eleeters of -3- SOUTH-BAY-at-the-time-ef-assuming-seep-ef flees -and -at aIl-times-derlFig-their-terns-ef-effiee---They-shall serve-€elan-44} year-teems--prevded;-hewever;-the initial-appeiataeats-shall-be-fer-staggered-terms-te assure-eeatimuity-as-fellewe---three-tial-members shall-15e-appointed-te-fetir-44}-year-terms-mad-two iniial-Faembers-shall-be-appointed-te-two-42}-year torus---Aay-vaeaaey-that-eseurs-ameag-the-SSUTH-BAY members-ef-the-Severn.ag-Beard-shall-be-€ifled-by appeatmeat-by-the-Beard-ef-Bireeters-of-SSUTH-BAY- Two (2) members of the Governing Board of the SWEETWATER AUTHORITY shall be appointed by the Mayor, -subject to confirmation by the City Council, of.NATIONAL CITY. They shall be electors of NATIONAL CITY at the -time of assuming such offices and at all times during =-:their terms of office. They shall serve four (4) year w= ®----terms: provided;-however;-the-inital-appeatmeats-shell e-fer-staggered-torus-te-assure-eentfteity-as-fellows- _.eae-inital-member-shal1715e-apponted-fer-a-two-4}-year -- - _ ; terra-arid-the-ether-initial-member-fer-a-fet3r-{4}-year ---tern. Any vacancy that occurs among the NATIONAL CITY members of the Governing Board shall be filled by appointment by the Mayor, subject to confirmation by the City Council, of NATIONAL CITY. -4- The-initial-term-e€-all-members-e€-the-Geveralag-Beard e€-the-SWEETWATER-AUTHARITY-shall-be-deemed-€e-eemmemee-erg the-exeeetien-e€-this-Agreemeat- -(C) Meetings of the Governing. Board (1) Regular Meetings __- The Governing Board of the SWEETWATER AUTHORITY shall provide for its regular meetings. The date, hour and place of holding the regular meetings shall be -fixed by Resolution of the Governing Board. A copy of such Resolution shall be filed with SOUTH BAY and NATIONAL CITY. (2) Ralph M. Brown Act All meetings of the Governing Board of the _7:11SWEETWATER AUTHORITY, 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 (com- mencing with Section 54950 of the Government Code), as amended. (3) Minutes _ The Secretary of the SWEETWATER AUTHORITY shall cause to be kept minutes of the meetings of the -_-__ Governing Board and shall, after each meeting, cause a copy of the minutes to be forwarded to each member -5- shall perform all theduties of the Chairman in the absence of the Chairman or in the event of the Chairman's inability to perform such duties. (3) Secretary The Secretary of the SWEETWATER AUTHORITY shall be appointed by the Governing Board of the SWEETWATER AUTHORITY and shall serve at the pleasure of the Governing Board. The Secretary may but need not be a member of the Governing Board. The Secretary shall be responsible for the minutes and other records of the proceedings of the Governing Board and shall perform such other duties as are specified by the Governing Board. (4) Treasurer The Treasurer of the SWEETWATER AUTHORITY shall be the Treasurer of SOUTH BAY serving ex-officio as _- Treasurer of the SWEETWATER AUTHORITY. The eseietien fer-the-i ssuenee-ef-reveatie-heads-eE-the-SWEETWATER AUTHOMITY map-gre,v4de-er-a-°treistee-te-reeeive, -have eustedy-ef , -and.-disburse-SWEETWATER-AUTHeRITY-fi ads- aSes33jeet-te-the-apgiieabie-previsions-ef -error-a-reseltatien ef-issuamee;-tire The Treasurer shall have custody of all the money of the SWEETWATER AUTHORITY, from whatever source, and he shall: -7- Ca) Receive and receipt for all money of the SWEETWATER AUTHORITY and place it in the SOUTH BAY treasury to the credit of. the SWEETWATER AUTHORITY; (b) Be responsible upon his official bond for the safekeeping and disbursement of all SWEET - WATER AUTHORITY money so held by him; ie}--Pep;-when-due;-eut-ef-meaep-ef-the SWEETWATER-i4UTHe3 ITY-se- Sed-by-14 , -aIl-sums payable-ea-eutstaading-beads-and-eeepeas-ef-the AHTHARITYt (c) Pay any other sums due from the SWEET - WATER AUTHORITY from AUTHORITY money, or any portion thereof, only upon warrants of the Controller of the SWEETWATER AUTHORITY; (d) Verify and report in writing on the first day of July, October, January and April of each year to the SWEETWATER AUTHORITY and to SOUTH BAY and NATIONAL CITY the amount of money he holds for the AUTHORITY, the amount of receipts since = _ his last report, and the amount paid out since his last report; and (e) Perform such other duties as are specified by the Governing Board. -8- (5) Controller The Controller of the SWEETWATER AUTHORITY shall be the duly appointed and acting Controller of SOUTH --BAY serving ex-officio as Controller of the SWEETWATER AUTHORITY. The Controller shall establish and maintain _such accounts, books and records as may be required by good accounting practice or by any provision of the reeelutlen-fer-ssuanee-a€-panda lease agreements of the SWEETWATER AUTHORITY and he shall perform such other duties as are specified by the Governing Board. -There shall be 'strict accountability of all funds and ___ report of all receipts and disbursements. The accounts, books and records of the AUTHORITY shall be open to --inspection at all reasonable times by representatives - of SOUTH BAY or NATIONAL CITY. The Controller shall :-draw warrants to pay demands against the AUTHORITY when the demands have been approved by the Governing Board er-the-person-er-pereens-aletherihed-to-se-approve-icy SOUT F-BAY-and-NATISNAB-EITY. The Controller shall, -with the approval of the Governing Board, contract with -__a certified public accountant to make an annual audit -_. of the accounts and records of the AUTHORITY. The minimum requirements of the audit shall be those pre- scribed by the State Controller for Special Districts -9- SECTION 3. Powers The SWEETWATER AUTHORITY shall have thepowers common to SOUTH BAY and NATIONAL CITY set forth in Section 1, as limited by this Agreement. The SWEETWATER AUTHORITY, by and through its Governing Board, is hereby authorized, in its -own name, to do all acts necessary, convenient or appropriate for -the exercise of said common powers for the purposes set - forth in Section 1 and to do any or all of the following: (a) To make and enter into contracts, including agreements necessary to comply with procedural require- ments in connection with any federal or state grants; (b) To employ agents, officers and employees; (c) To lease, acquire, construct, manage, maintain or operate any buildings, works or improvements; (d) To acquire, hold, lease or dispose of property; (e) To incur debts, liabilities or obligations -___which do not constitute a debt, liability or obligation of SOUTH BAY or NATIONAL CITY; (f) To sue and be sued in its own name; -__ (g) To receive gifts, contributions and donations property, funds, services and other forms of assist- ance_from persons, firms, corporations and any governmental entity provided that such gifts, contributions or donations are consented to by the AUTHORITY in each instance; {k}--Te-inane-revenee-mends-par5uant-te-Seeten-66l5-ef -11- f the-Gevermdental-Eede-e4-the-State-a-Galifernia-4State7 I-94,17e--16e4}-and-the-Revenue-Bead-Law-e-1941-{eexxeneng with-Gevermment-eerie-Seeten-943(487-herenafter-semetimes re€erred:-to-as-the- Revenxe-Bend-Law; -and-any-ether applieaeIe-laws-ef-the-State-ef-ealiferna: '(h) To lease,' as lessee,'from SOUTH BAY, as lessor, the 7. Sweetwater System including both real and personal property thereof, and' operating capital and reserves therefor; (i) To fix the compensation paid to the Governing Board, Secretary, Treasurer, Controller and Attorney, provided, however, the compensation of the Board members shall not exceed that authorized for Irrigation District Board members (see Water Code Section 21166) from time to time; (j) To fix prescribe the duties, compensation and :other terms and conditions of employment of other agents, officers and employees; all-ef-when-shall-serve-at-the pleasuree€-the-Governing-Beard- (k) To adopt reasonable rules and regulations for -the conduct of the enterprise Sweetwater System and to prescribe, revise and collect charges for services, facilities and water furnished.-; - (1) To acquire, own, lease,' operate, manage, maintain, repair and improve the Sweetwater System, and 'to construct additions and improvements thereto. -12- SECTION 4, FICoAI Year The-Devernmg-Beard-ef-the-SWEETWATER-AUTHDRfTY7sheII -:-Im-the-'fiseal-year-ef-the-AUTHDRITYT The fiscal year of =the-SWEETWATER AUTHORITY shall be 'January July 1 to December al June 30 untI-ebenged-by-the-Gevernrg-Bearel. (End of Section 4) -13- SECTION 5. Official Bond The pablre-effieers-{hamely- the.-Heatreller-aad-the --Treaserer}.-here}a-designated-as-the-persems-reepensble-fer asy-mesree-ef-the Manager of the SWEETWATER AUTHORITY are is hereby else designated as reepessble-fer-all-ether the-DetSon who shall have charge'of, handle And have access `= to -the property of the SWEETWATER AUTHORITY. The Eeatreller Manager shall file an official bond in the an amount of -$I97888788-aad-fire-Treasurer-small-file-an-eff}elal-bemd --sit-the-ameurt-of-$19; 999-88r--Baehmember-ef-the-Severeag - �-Bea�d-shall-fife-aa-effieial-bead-ia-the-axiex�tt-a€-$5;888-88- fixed by SOUTH BAY and NATIONAL CITY. The SWEETWATER AUTHORITY shall procure and maintain adequate' fidelity insurance or --bonds on all directors, officers,' agents and employees or -other persons handling or responsible for any revenues or funds of the SWEETWATER AUTHORITY and the Sweetwater System. A11 bond and insurance premiums shall be paid by the SWEETWATER AUTHORITY. (End of Section 5) -14- SECTION 6. Payments and' Advances - SOUTH BAY and NATIONAL CITY may, in appropriate cir- -_ cumstances or when required by this Agreement: (a) make contributions from their treasuries for the purposes set forth in this Agreement; (b) make payments of public funds to defray the cost of such purposes; (c) make advances of public funds for such purposes, such advances to be repaid as provided in this Agreement; or (d) contribute the use of - personnel, equipment or property Of One or More Of the _parti'es to' this Agreement in lieu of other contributions or advances. (End of Section 6) -15- SECTION 7. Issuance of Bonds (A) SOUTH BAY shall sell $22,500,.000 principal amount of revenue bonds pursuant to the Revenue Bond Law of 1941 to pay and provide for: The sum due the California -American Water Company under the Agreement Re Final Order of Condem- - nation -In the iethinent domain proceeding, which agreement was -approved by Order of the Court on April 16, 1977; the cost _of the sale and Issuance of the revenue bonds;: bond reserve funds and other reserve funds;: working capital; and other -_costs and expenses incidental to or :connected with the acquisition and financing of the Sweetwater System as authorized by the Revenue Bond Law of 1.941., and as: authorized at the May 31, 1977, election. Upon the sale and issuance of the -revenue bonds by SOUTH- BAY, the unissued $22,500,000 revenue bonds of National City authorized at the May 31, 1977, election shall be cancelled. (B): Concurrently with the Issuance of SOUTH BAY's revenue bonds: NATIONAL CITY: shall take such: steps as are necessary to cause title to the Sweetwater System to vest in SOUTH BAY pursuant to the Final Order of Condemnation in the eminent domain proceeding; SOUTH BAY shall lease the Sweet- water System to the: SWEETWATER AUTHORITY; the SWEETWATER --AUTHORITY shall assume the obligations to California -American Water Company set forth in paragraphs 4, .7 and 8 of the Agreement Re: F:inal Order of Condemnation; SOUTH BAY and -16- -SE 1-01t -xcq ±sit±on-o% -twa 'Syb'te-r- �__�_ geld-Bleez, e-e - - - S4td-T4-AIL-anti-NATIGNAE-Ei4'r'-shall rtzrs-eccrree--t -efa- t clenta4a- soc`-"-" -i-(-San--D-iogo - upe ie-Ce3ae.t-No-.- 3 0 6 4 41-)-to--f-ina-1- Judgment--as-provided-in -Che -acrin t -P cw e r Agreement- -o±--i969. 4 4.1-o zrterp eondentiletion-jtxdgraerrt--,--SOUTH--i316- - _ and- i-AT-1 -el-Vi- slrcrrl- pceed-in accordance-aritfr (rC}e- Seetle - 651-5--(-5-ant -.- -er-1683} and-7-w4thout -1-ie i -i-erg--t-h .genera34.- r-o-f- €e-rele—i gr-the-SW££TWA E - IIOtI- (--s-ira1-1.--adegt tS.1-rrti-rn - rCrel.red Ca sn-Artzcie 3-(con„uelicirng-.-tir _€ede- ee i-o--5-4-3II0)--e4-tire-Re yen ue- Bend- 4.raw- e-p-e-tidc = i - �rz3.-t-icm,--i-rngro-ving-an-finaneins a --t4 e- -Sweetwater--S stem --the-total acqais}t � a napert._ - -fees - -an d-ethe •-eost-s-end- -enpensee--o-€-the- d - -pneeeed-Mgr--ees€s-a€-tie-Eevenue-z -e3-e-c-tion--and-erg -the 3a3 and -c€ -the -revenue-bender;- ref- -funds.; - rk. g - t£a - -a74--c-os€-G-GO sstructaexi si j..ryarov-exnents--there-to --and-et er ces.t_ - ge en-ineidenta4.-to-er-. ee e .tcd with- c-ar-,c1:4s i-en7 -aim r}a&Frei g- and- auth 3-scd -by-the- -Re-venRend bait .i941_-te--- -i iudred- -the-amount- -o - bonc-a-€e-be thc-lesolutieR own.-tereiteey, _ +ire--p-r i-bi-en-autheeieisg-tie-- -e de--sh~-1-1- be -deemed- ed the-affirmat3 - e-f--a- rz-t!--e-E-aii-voters tert�- g--oe-€Y�e-g�epes}fie i- 3} -the--FAcSBT- TSR 49R tip ---The aiecC��t,- all d- bond proceedings shai-I- bG-cvn-rd-cxct - Nul.snant-ta-Oavern-- - mtn t_ cG ios-6515--(eta s.- 97-3 c-•--a34--010-Re veAue-Bead -16-. NATIONAL CITY shall assign to SWEETWATER AUTHORITY all of their interest in the unexpended balances of contributions =:ln aid of construction, advances for construction, accounts receivable and unbilled revenues from customers to be =remitted byCalifornia-American Water Company under paragraph 12' of the Agreement Re Final Order of Condemnation. (End of Section 7) -17- haw. -Upor--approima thc-bvrrd-proposition-ty- Llie votirrs-, Y-the--4WEE TErtnalOttYl sell-sufficient-bonds-targarlrInr het-a-eet- e-f--eegtrr i-- . r and-ta-provsde-funds fnz- LhC reia Loci ;na b--s o-r-t- - cbovce. -r A-seeH-as-meeey-3s--evai-labl-e- theieL��nr, he SWEETfi R=s�rzt�1-pay-or-depors t- i-i.rr pto ee 4./19 No. c2L1Le.cmibt pruv=ded by S6Ui I-tA'-ant- TTtAL CfiTY) the-s -Ted--ed--t-o--oare-passession-ef-ike_ssaeeet;a-ate syste �a.�E ae - o-Eode- €-G -1. P- eee4 a-Seet ee--3 54- -ot r- -educes _at eEl,zed by law. r -s 14-payment a.r-depoei-t-- -s- �,--SOUT - =v�BA and-i s�'TOt-eI1PiL-s alt-bane-a ei-stcpc . are-�r ess y o c use-.po: cc�.7.o-ir-o-€ -S eetwate -System-4e - vcst--3-n-44 e-EPNWT:E.R �siii'ii�-:-3-fiy- ad3i-tsarral-stsm-is-ragtired-moo #3e--as -a -_ - lei=�eL tao - o--tire--e �y-c3€-eke-€iaal-s de o i rr r-i- -st s11 •3_e-rai. cpoci-t-ed by-tkua-SlaTEETWATE iZORITY-fr-cra--the--larocccds revenue laends,--s9 Z' . BAY--agxi--N=WINAL-GI--shall m a st- -s sps--as-ar--necrassar�r_to r�tsa 1+ 1e �o- laa gweet4ater srterr o-Atest--i r-the-SWE> TWATER-M7SHO?2-14,31-- - po -3-€-he-€3:na1 (End of Section 7) -17- SY STEM- T,zriz t'i nI OB-F8it-. OND- C-TT-0.N:- SOUTH' .$ . ally NATI°tear shall -pro secttte `t se of : e O- _ eeding--( € - go -Stagerier-Gear o-3$f-4-43�--to- ine j-meet- -pc i-elect-114-Seetiee-q-t- A r-a1Le iciLive to- L11=ta e set -forth -7-, :-N: -the -iateE�or -e-r-c-endemnation- j4a41- -- 3teat-3-- 3 a-1 r-5{3t.J-TT -BAY -aril-NATIO -C TY-may-elect. nit to- L-ereeetlere- cct -See tiea-q-7--a te, t3ry"srr. ,- -they -sha33--caurse- -3weetwater- We. r Sygstenr faeerpe at-i.-o +--to- aatte-its-bond Li-en-15-e€-the- Cwcct tee-hater-Sys-t-ext- ee--e d--Si lc-ase: -Spea-eon--e-i ion -G .-the-Swee-t-ser - - Sy Leltt all -being -3ebje -t-o--the 17ease--axd-St . ehaii-stila- est---irtSOUTH=BAY-ae .— -E3 - -to-the-Lease- -Siblease-and po: ccocio-r� . `s-fia-13.-.-test in--tbe-Sweetw t-e- -A-i -t-3 e i ty-fey'-t ie-}mar ase t - oyeration.-pnrsuant-ta- this '-'' at= "Sect -ion- 7,.-2-.-- -GP -SWWE WME-R- WATER- SY-5TE% - -SECOND -k R hsTIVE-METHOD-FOR-sON3' ELECTIONS SOUTH-- DAY -ate-i+NATIONAL-eT-sha3i prosecute the- eminent- -elomea-iir-proceed ng-fSan-Diego- Snpe:Io. Geert- to-- 30-6441) -t-o- finraa--arna-Tient-as-provided -in eAs-aa-alternative-to-44re- rrt�eed�rres- - forth-in-Sections-3-and-9: i-SWIT- DAY and NATfeNAL-eITY-map=e3.eet-not--o-fo3i-ow--elthe . -or hetk-e€-the-preeederes-set-€ert r--ie--sa-i-d-icars 7-and-77.-17-and-may--eiect-imrsteacr-vf-thr addiLiu:i te-such-procedures-tcr-follow-the-procedures- ferth-in-this-Seetienr-41-2-1 "-SGUSH-BAY-and-NA E}N-A £tiiTY---are- rioceedi��� in -accordance with -the -Revenue Bona I-avr--rrf- 1-g4-1- feemmeneing-with- £ode- Decti-ozr-5-0Ge)-j hereinafter-sometiuL teeed to--8--ri?ptTeTM'Se--aarr± LawT"--te-aatheriee-ate-3 *e-� enue-A --r-- . • scant-to-said-Revenlne- Dond i r-,for- the -purpose -rrf preyiding-frauds-for-tie-of ui -t3—a-,-- o g-and financing-ef-the Sweetwater-S stem-,-dnc-iudsng. the-tetai-aegnis .t.3e est -a-1.1 -3cga1 -f ccn i-eng-i- veering-and-expert-w4.ess--fees--aF1d rmost and -expenses -of -the- cm4.eerr oxtei- --gr©ceeteirrgs. Best -of -the revenge -bond eiecLio,: d -cr --t -safe and-issuanee-eZ-tale- evenee- o-s;-lxoe rcacrve fends; working-ragita- - di,d utliet cue Ls and -expenses ineidentai-te-or-connected iwith-7sach--acquisstion, eenstraetien-lae&43,e g---a-s- then c}-by-whe Revenue-Bond-Law-of--3 -t±o--i-rr-dccter- wining-the-oent--e - -th--be--.neued ---SG } -3- 7-7 BAY -and -NATO NAL-£-iT-Y--are-- t xng-separate revenue -bet d-e3eetie s-,- ursuant--tee-- ei-c - eveatte - Bend-Law;-witb4.n- eaeh-tf--the3 r--owrr de ies; -fer the -maximum a ert -fry—sa-ry-��r-ae -bbe above stated purpose-, tbr-id.-t:- $22,-50-O-,-{do-: 11pen-appr -a3- -tore- nd-pr- 3-it -bar-the voter -in -SO Tii-$A�'- etnd 3E3�Filis-O r-cxr--either thereof ;- f#3�ient -bonds--s e-ia-e-scr1d-4-SOUTH BAY-or-NATieNAI ti to pay the tvtar cost -of aeguisi.t .on and--to-grovtde-4 s--ft a -related purpeses-ante-sew 4o -t- :---As--soon--as- g=.is avaiiab}e-f ak-#t ns1e--of--suet- bond-r-ssaffiei ent • .funds-sha33--use- pair-depes-i-tec`--toriy with -tire Agreement-i iirrei- - f- in-sasd preeeedln #e - 306411-„---whi-- Agree -was-appreved • bp-erder-of--tire--C-o r-t-on- 2A-1. oug 2-3OUT4- BAY --a-nci �-C-ITY-have each sabmitted r-�Yvsltis,,.s-%or-tke-tc7ta�-amount off-bonds-nccdcd-($22,-500,-0 O-)-r it i-s tire-intent-e€ this-Sect-ioTr-7-.-2--th t--SOUTH- DAY -andor-N. TI6NAL EITY-w4. 1-- 3se--dig-1 a.t-i .7 he- i aheing That le-to--sair-r-t-he--t -a-i-amialant -& ben4s- a -be -leaned-, regazdlcsz �rhieh- ss � is i o1 �d--will-be $22,500,-O&O and not--in--excess- tiaereif. The -revenue MM.Y bends -.cam- •on-ly--se--pai-d--f-r-o-fie--re e-s-of-tie Sweetwater -S-y-sty-as- i-t- -may--e*-ist 43 ti-me-te time;--Bee-eel- upon--w i h- a1ternative -ere-most advestageees--f-i-nene-3 3 y--SOUTH BAY •c3- -N is6NAL ea '?-s ra3a-4 e--up--t-o--$ Z�-54Dr0t 0 o-tab-ameent of - bonds -:Once the total--amoirsrt-crf--a 4 2 -, 500 f 0+}fN--has- r-t -urt armed-beads- oi-the-o reD pertysh$rl--are--anceel-1ed. II -The- to - Brit-y-sha-11-operate-t ie- system- err- beha1 --of--SO-B*Y and-NAT-I-14AL-CITYT The-crriy- 4..h u e' Leing -made--i7r -Agreement-is- to add -thereto- -an- l rsrative mctherel fsnane.ng: The- ,ae Lliod -of- opus ti.iy-ere- *twater System shnli- be--as--has--been--p- -idcd -irt-ether -seet .ess--ef t-he- aof -Powers- -Agreemen-o-f=-l-97-2 ---SOWER-BAY- and NAT3ONAL--C-I-Tcha-�l--each-G0eperate-te_the-enr- t the- -reselt--ramgrroeeed-ii g-pimau-anr-te-this-Seet3 - :�--w-i�.--fie ply --a- i ane-ing -change and net -a mange--i-rrthe- i-cm-off -the -Sweetwater-System-. °'- -5- SECTION 8. Litigation Expenses (A) SOUTH BAY and NATIONAL CITY shall each pay its own attorneys' fees in connection with the eminent --domain proceeding (San Diego Superior Court No. 306441) (B) •All other expenses of proceeding No. 306441, including (without limitation) expert witness fees and court 'costs:, in the total amount of $453,025.68, have -been advanced by SOUTH BAY. SOUTH BAY's share of such expenses is $330,708.75 and NATIONAL CITY's share is $122,316.93. NATIONAL CITY's share of such expenses advanced by SOUTH BAY shall bear interest at the rate of 5.5% per annum from and after November 1, 1971. NATIONAL CITY shall reimburse SOUTH BAY for NATIONAL $122,316.93 share Of the expenses plus the _interest thereon. The total amount due from NATIONAL CITY as of November 1, 1977, is $162,681.51. Such reimbursement shall be made from legally available funds in four •(4-) payments (interest included), as 'follows: $44,150 on November 1, 1977, 197a and 1979; $43,467 on November 1, 1980. (End of Section 8) -19- atterrtey& - fees--i-rr SECTION -&.-- it i-get- =p = Tee S88TH- SAY- - NAT3-0t -C-Z -shaki-each-pay-its-own !GLlol. -w-i-tk- ire -eminent domain - d"i-rrg {-Sant-Biege-srzper4.o-r-£ter-t -No- 30614»}-, siahj-eet-te-the- rag - trf- -re- ±mbrcr serne nt ftromr-Lll.e--Si aj-Provided izCLa�Yr. -- _,A-et-ie-r-ex neee--o-€-proaccd Ner 3864417-4 - ithont- imitatirrrrj- c:��pert-r�itnesa -tea arse -court -costs ; ira-i-l--re a va eeel- by- B H- DAY -,--s -j-ect- -the -right-of-reimburse.w«n L front erSW&BTWATER-AUTEIE W3-es- d c d -here in---8GUT i-B Y's--ehere of-suci-expeim .a11 be 7-3% nd-NATi-ONAL-eiTV. s-snare•- al-i- _B7$ eher1-1- ay- -SGAITH-BAY -inteEeet e*i-NAT3-0N r Is -6 +-A#s-o€--s a r-- ape .nee- advaneed (Eels- the- t e- -s{tie ad. - _vat:tees-liy-S8�?' BAY -t-o--t- -d t .-S TH -BAY -i s- real4aur scd.---he--r-; t-e- of-interns-h-cc -i 3-G1-T-Y-'-s-s-hare-ef--expenses-ads-«n4 3E3i3-T shall-b -the--aver age re-t-e- paw by -the -6eiathe £-a-1-3 rrrria- Pit L Na raee3—$arrk-, �a..k -crF- Ant=J.k er, 1- Bank for -one p-agencies-at- the- t7.t-erf--streh ad vances. _3-t4re--e' +t- al) a elenmeat-e4-p•reeeed3 }- 0: 30G441 -by- both-S®tYrit-BAY vial -i P- Ah-el-' Y, -abandonment-Lus Ls -payzrb-le--to- Ll.e eendempee-s-hei---be- borne-3-3-%--by -&et3Tfi-BAY- and- -2-7-%--by- -� seum- 1-±-a-akk-costs-payabie to Lh mot, --rr-trr --event-erf-such- -Erbenclenmerrt.---NATIANAB-e3TY-sha1-1 -re-i_ urse--St UTE _B�1 ttr *A-TI-3_ r-e Y-t--s--share-a€-t he-eltpease-s-trf- .--3-&&44l -18- and -NATIONAL CITY '-.--.hars-0.f.-ahands ent-se-ste-ad-vro - SOLTTii ➢AY -.pest s-3-nt-a-r-eet € era.-the-time-o4--s ki-adva s --- te-the d' .e--o-f--r*? tiottreement. -The-rate-of-irate e:, L sllal-3- LIle baffles-set-€eEth-ebe e - fe-r-e e _ _agencies=.atthe-time-of-soh avainmmm -Such--re-- i eraeutel--be--tm -in-not-more-than-five- 1etty gnaanzra3 paymerri-s--, -tlre-f=rst-payrent to be math one year-aYr tire-elate-of--t-he- t tt order-€fixing-abandenmenrt (End of Section 8) -19- SECTION 9. Contributions -SOUTH BAY and NATIONAL CITY shall contribute to SWEETWATER AUTHORITY, at no expense to SWEETWATER AUTHORITY and with no obligation of repayment on the part of SWEETWATER AUTHORITY, the following: -_= (1) All attorney's fees incurred by them in connection with the eminent domain proceeding; (2) All other expenses of the eminent domain pro- ceeding, including (without limitation) expert witness fees and court costs; (3) All costs of conducting the revenue bond elections held May 31, 1977. (End of Section 9) -20- Re•gayment-e `' T-42VDER-AUT 8RITY-elie14.- cpay -t-e-£O'J-TH- BAY- -aim-NAT143NAL -expenses- -an-aclvanees- made- er--SOU- F-&Iris-and s ir-C-1-'P'i--purmsant tO-Sections end--B--hereo-f- and -pursuant-to _£0--6-�f--tie-�c}at-PeweEs-A4gtteet-o-f-3 9 6 9 ,-i -the -exeepten e-eeeter--Sue h-repaystee s4ra-l-1- - e--f-roar-t -p- =eccdc o-f=-- -e 1-e-eg-reveatse- ieede-b--tire--SWEE3'-WA-TER -AUTHORITY-as - _- s n--e-f-ter- e- -sele as is -co nven4_ent--btrt--no-- .atcr -art--sox-f &)- f Lci -errtl -of thefsnai-order-off--iaCiiLia Lioir. All (End of. Section 9) -20- _SECIiON 10. San Diego County Water Authority = Standby Charge (A) SOUTH BAY and NATIONAL CITY hereby empower the SWEETWATER AUTHORITY. (upon its acquisition by lease of the Sweetwater System and during the term of the lease and of this Agreement, whichever islonger) to 717 -order, receive, sell and distribute through the Sweet- __ - water System (as it is constituted from time to time) _= -for use within SOUTH BAY and NATIONAL CITY, respectively, all water that SOUTH BAY and NATIONAL CITY, respectively, _-. shall become entitled to purchase from the San Diego ="bounty Water Authority to the extent that the SWEETWATER AUTHORITY shall require the same. The SWEETWATER -_AUTHORITY does not by this Agreement acquire any interest in the San Diego County Water Authority water rights of SOUTH BAY or NATIONAL CITY other than the right to order, receive, sell and distribute said water in -,,,--accordance with, and during the terms of, this Agreement andthe Sweetwater System lease. The SWEETWATER AUTHORITY shall order such water directly from the San Diego -__ __County Water Authority and shall pay the Water Authority for such water. The SWEETWATER AUTHORITY may order from the San Diego County Water Authority amounts of water up to the aggregate amounts available to SOUTH BAY and NATIONAL CITY. If the SOUTH BAY or NATIONAL CITY component of -21- =an order exceeds the amount of water available to either agency from the San Diego County Water Authority, then to - the extent the other agency shall have unordered County Water Authority water entitlement available it shall be used and ---a like amount of local water available to the entitlement- - short agency shall be released tothe other agency in exchange therefor, at its request. If no request is made within one year of a use, the right to the release of exchange water therefor shall terminate as to that individual use. (B) Upon three (3) months' written notice to the SWEETWATER AUTHORITY, SOUTH BAY and/or NATIONAL CITY may, at their/its option, elect to charge the SWEETWATER AUTHORITY standby charges to the extent hereinafter provided for the right to receive water from the San Diego County Water Authority. Upon the exercise of the option to make a standby charge by either SOUTH BAY or NATIONAL CITY (or both), then an equivalent standby charge shall be made by both SOUTH BAY = and NATIONAL CITY. (For example, if SOUTH BAY charged a standby charge equal to 500 of the Metropolitan Water District _-=of Southern California taxes levied in SOUTH BAY, then it would be mandatory for NATIONAL CITY to charge a standby .charge equal to 50% of the MWD taxes levied in NATIONAL -CITY.) The option to charge a standby charge shall not be -exercised unless at the time of the exercise of the option _there is sufficient money in the surplus account under the -22- lease of the Sweetwater System to pay in full one year's -standby charges for. both SOUTH BAY and NATIONAL CITY.- The surplus account under the' lease' contains 'money remaining on -_- hand after paying: -(l) maintenance and operation costs of the Sweetwater System; (2) rental as provided in the lease of the 'Sweetwater System; and (3) repair and replacement reserve 'account deposits as provided in the 'lease of the Sweetwater System. The SWEETWATER AUTHORITY shall pay _ --shah eharges shall only be obligated to pay, and shall only ;_pay,::such charges from moneys, if any, in said surplus account the SOUTH BAY revenue bonds {until-ail-revemee-beede =herein-prev dad-€er-and-issxed-parshant-herete; and the interest thereon shall have been paid in full or adequate .provision for such payment shall have been made. Until the ==-SOUTH=BAY revenue bonds, and the interest thereon, shall have = been=paid in full or adequate provision for such payment shall have been made, the amounts of such standby charges shall -not exceed fifty percent (50%) of any Metropolitan Water District of Southern California and San Diego County Water Authority taxes for each fiscal year (July 1 to June 30) --applicable to taxable property situated within the public - =agency (SOUTH BAY or NATIONAL CITY) making such standby charge. If a standby charge is made and to the extent moneys are available :in said surplus account, sixty percent (600) thereof shall be payable by the SWEETWATER AUTHORITY by December 1 and forty percent (40%) by May 1 of -23- the fiscal year for which the charge is made or at such other times and in such installments as are necessary to _-_ correspond to the requirements of the Metropolitan Water 7°1District and the County Water Authority as to cash payments in lieu of taxes, as such requirements may be changed from time to time. Nothing herein shall prevent SOUTH BAY or ----NATIONAL CITY from using the proceeds from its respective standby charge for any lawful purpose. (C) SOUTH BAY and NATIONAL CITY agree to: remain members of the San Diego County Water Authority at all times -during the term of this Agreement; take any action necessary to protect their water rights and other rights as members of _the Water Authority; perform such acts and execute such :documents as may be necessary to accomplish the purposes of this Section. (End of Section 10) -23a SECTION :11. Term, Amendments, Termination (A) This Agreement shall be effective when signed by SOUTH BAY and NATIONAL CITY, may be amended by mutual consent, and shall continue until terminated by mutual consent or by either SOUTH BAY or NATIONAL CITY upon :one year's written notice; provided, however, this Agree- ment cannot be terminated until all of SOUTH BAY's revenue bonds hefe a-grev ded-=er-sad- sslded-persuaat-herete; and the interest thereon, shall have been paid in full or adequate provision for such payment shall have been made. (B) If this Agreement is terminated as provided above, the Sweetwater System and any property acquired as a result of the joint exercise of powers shall be divided or distributed in accordance with the mutual agreement of the part}es SOUTH BAY and NATIONAL CITY. -After completion of the purpose of this Agreement, to -wit, upon termination thereof, any surplus money on hand shall be returned to the pastes SOUTH BAY and NATIONAL CITY in proportion to the contributions made in accordance with the mutual agreement of the parties. If SOUTH BAY and NATIONAL CITY cannot reach a mutual agreement in --regard to such division and distribution of properties or money, then such division and distribution shall be settled by arbitration as hereinafter set forth. The matter shall be submitted to a board of three (3) -24- = - SECTION 12, No Franchise Charges Upon acquisition by lease agreement of the Sweetwater System, the SWEETWATER AUTHORITY shall haVe the exclusive 'right to supply water within SOUTH BAY and NATIONAL CITY and _t.o-operate, maintain, repair, construct and extend its water facilities therein for such purpose. Neither SOUTH BAY nor -NATIONAL CITY shall levy a franchise charge against the SWEETWATER AUTHORITY. (End of Section 12) -27- SECTION 15. Joint Powers Agreement of 1969 The Joint Powers Agreement of 1969, dated January 28, 1969, between SOUTH BAY and NATIONAL CITY is superseded by _this Agreement;.provided, however, the provision of the 1969 -Agreement to proceed jointly to acquire the Sweetwater System by_eninent domain shall remain in full force and effect, as modified by this Agreement. (End of Section 15) -30- IN WITNESS WHEREOF, :the parties have caused this Joint Powets Agre6ment of 1972, AS AMended in 1977., between :-77:_-_SOUTH BAY IRRIGATION DISTRICT and THE CITY OF .NATIONAL CITY ,creating the SWEETWATER AUTHORITY to be signed by their :7,xespective officials heretofore duly authorized by the legi- slative bodies. thereof. --DATED: , 1977 SOUTH BAY IRRIGATION DISTRICT ATTEST: Secretary (SEAL) DATED: ATTEST: By President , 1977 CITY OF NATIONAL CITY City Clerk (SEAL) By Mayor -31-- JOINT POWERS AGREEMENT. OF 1972, AS AMENDED AND READOPTED IN 1977, BETWEEN THE SOUTH BAY IRRIGATION DISTRICT AND THE CITY OF NATIONAL CITY -- CREATING .THE SWEETWATER-AUTHORITY Section No. Recitals Section 1 TABT,F OF CONTENTS Title Page 1 Purposes of Agreement and Common Powers to be Exercised 2 Section 2 Sweetwater Authority 3 Section 3 Powers 11 Section 4 Fiscal Year 13 Section 5 Official Bond 13 Section 6 Payments and Advances 13 Section 7 Issuance of Bonds 14 Section 8 Litigation Expenses 15 Section 9 Contributions 16 Section 10 San Diego County Water Authority Standby Charge 16 Section 11 Term, Amendments, Termination 19 Section 12 No Franchise Charges 22 Section 13 Wells in National City 23 Section 14 Severability 23 Section 15 Joint Powers Agreement of 1969 23 Execution 24 Exhibit `@ B " JOINT POWERS AGREEMENT OF 1972, AS AMENDED AND READOPTED IN 1977, BETWEEN THE SOUTH BAY IRRIGATION DISTRICT AND -THE -CITY -OF -NATIONAL -- CITY CREATING= THE SWEETWATER'AUTHORITY THIS AGREEMENT, dated , 1977, is made and entered into by and between the SOUTH BAY IRRIGATION DISTRICT (hereinafter sometimes referred. to as "SOUTH BAY"), an irriga- tion district organized and existing under the Irrigation District Law of the State of California (Division 11 of the Water Code), and the CITY OF NATIONAL CITY (hereinafter some- times referred to as "NATIONAL CITY"), a municipal corporation organized and existing under the laws of the State of California (Title 4 of the Government Code). RECITALS SOUTH BAY and NATIONAL CITY and the residents in each of them are served by the water supply and distribution system owned by the California -American Water Company, which system is known as the Sweetwater District of the San Diego Bay Division (hereinafter sometimes referred to as "Sweetwater System"). SOUTH BAY and NATIONAL CITY are in the process of acquiring the Sweetwater System by means of an eminent domain proceeding (San Diego Superior Court No. 306441). SOUTH BAY and NATIONAL CITY find that it would be in the best interestsof each public agency and the residents of each of them to create the "SWEETWATER AUTHORITY" to acquire, own, lease, operate, manage,' maintain and improve the Sweetwater System so that their residents will be supplied with water at the lowest possible cost consistent with sound economy, prudent management .and the security and payment of the principal and interest of the revenue bonds to be issued by SOUTH BAY. NOW, THEREFORE, SOUTH BAY AND NATIONAL CITY, FOR AND IN CONSIDERATION OF THEIR MUTUAL PROMISES AND AGREEMENTS HEREIN CONTAINED, DO AGREE AS FOLLOWS: SECTION 1. Purposes of Agreement and Common Polders to be -Exercised This Agreement is made pursuant to the provisions of Article 1, Chapter 5, Division 7, Title 1 of the Government. Code of the State of California (commencing with Section 6500 hereinafter sometimes called "Act") relating to the joint exercise of powers common to public agencies; in this- case being SOUTH BAY and NATIONAL CITY, each of which is authorized -- to contract with the other pursuant thereto.- The purposes - of this Agreement are to create the SWEETWATER AUTHORITY, to provide for the acquisition, leasing, ownership, financing, operation, management, maintenance, repair and improvement of "the Sweetwater System, and the construction of additions and -_improvements thereto, for the supplying of water for domestic, irrigation, sanitation, industrial, fire protection, recreation -2- or any other public or private uses. Each public agency has in common the powers to. acquire, own, finance, lease, operate, manage, maintain, repair, improve and construct such facilities for such purposes. The foregoing purposes will be accomplished and common powers exercised in the manner hereinafter set forth. SECTION 2. Sweetwater Authority (A) Creation Of Authority Pursuant to Sections 6506 and 6507-of the Act, there is hereby created a public entity to be known as the "SWEETWATER AUTHORITY." The SWEETWATER AUTHORITY shall be a public entity separate and apart. from SOUTH BAY and NATIONAL CITY and a "local government" within the meaning of Section 3(c) of Article XIII of the. California Constitution. The boundaries.ofthe SWEETWATER AUTHORITY shall be coterminous with the boundaries of SOUTH BAY and NATIONAL CITY as they exist from -time to time. The debts, liabilities and obligations Of —the SWEETWATER AUTHORITY shall not constitute debts, liabilities or obligations of SOUTH BAY or NATIONAL:CITY. (B) Governing Board ==- The SWEETWATER AUTHORITY shall be administered by a Governing Board of seven (7) members, -each serving in --his individual capacity as a member of the Governing -3- Board. Such Governing Board shall be called the "Governing Board of the SWEETWATER AUTHORITY." All voting power shall reside in the Governing Board. Five (5) members of the Governing Board of the SWEETWATER AUTHORITY shall be the five persons who are from time to time the incumbent members of the Board of Directors of SOUTH BAY. Two (2) members of the Governing Board of the SWEETWATER AUTHORITY shall be appointed by the Mayor, subject to confirmation by the City Council, of NATIONAL CITY. They shall be electors of NATIONAL CITY at the time of assuming such offices and at all times during their terms of office. They shall serve four (4) year terms. Any vacancy that occurs among the NATIONAL CITY members of the Governing Board shall be filled by appointment by the Mayor, subject to confirmation by the City Council, of NATIONAL CITY. (C) Meetings of the Governing Board (1) Regular Meetings The Governing Board of the SWEETWATER AUTHORITY shall provide for its regular meetings.- The date, hour and place of holding the regular meetings -4- shall be fixed by Resolution of the Governing Board. A copy of such Resolution shall be filed with SOUTH BAY and NATIONAL CITY. (2) Ralph M. Brown Act All meetings of the Governing Board of the SWEETWATER AUTHORITY, 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), as amended. (3) Minutes The Secretary of the SWEETWATER AUTHORITY shall cause to be kept minutes of the meetings of the Governing Board and shall, after each meeting, cause a copy of the minutes to be forwarded to each member of the Governing Board and to SOUTH BAY and NATIONAL CITY. (4) Quorum A majority of the Governing Board of the SWEETWATER AUTHORITY shall constitute a quorum for the transaction of business, except that less than a quorum may adjourn from time to time; provided that the affirmative vote of at least four members -5- of the Governing Board shall be required for any action of the Governing Board, other than adjourn- ment. (D) Officers and Duties (1) Chairman The Governing Board of the SWEETWATER AUTHORITY shall elect one of its members as Chairman. The Chairman's term of office shall be two years and until his successor takes office. The Chairman of the Governing Board shall preside at its meetings and shall perform such other duties as are specified by the Governing Board. (2) Vice -Chairman The Governing Board of the SWEETWATER AUTHORITY shall elect one of its members Vice -Chairman. The Vice -Chairman's term of office shall be two years and until his successor takes office. The Vice - Chairman shall perform all the duties of the Chairman in the absence of the Chairman or in the event of the Chairman's inability to perform such duties. (3) Secretary The Secretary of the SWEETWATER AUTHORITY shall be appointed by the Governing Board of the SWEETWATER AUTHORITY and shall serve at the -6- pleasure of the Governing Board.. The Secretary may but need not be a methber of the GoVerning Board. The Secretary shall be responsible for the minutes and other records of the proceedings of the Governing Board and shall perform such other duties as are 'specified by the Governing Board. (4) Treasurer. The Treasurer of the SWEETWATER AUTHORITY shall be the Treasurer of SOUTH BAY serving ex- officio as Treasurer of the SWEETWATER AUTHORITY. The Treasurer shall have custody of all the money of the SWEETWATER AUTHORITY, from whatever source, and he shall: (a) Receive and receipt for all money of the SWEETWATER AUTHORITY and place it in the SOUTH BAY treasury to the credit of -the SWEETWATER AUTHORITY; (b) -Be responsible upon his official bond for the safekeeping and disbursement_of all SWEETWATER AUTHORITY money so hold by him; -7- (c) Pay any other sums due from the SWEETWATER AUTHORITY from AUTHORITY money, or any portion thereof, only upon warrants of the Controller of the SWEETWATER AUTHORITY; (d) Verify and report in writing on the first day of July, October, January and April of each year to the SWEETWATER AUTHORITY and to SOUTH BAY and NATIONAL CITY the amount of money he holds for the AUTHORITY, the amount of receipts since his last report, and the amount paid out since his last report; and (e) Perform such other duties as are specified by the Governing Board. (5) Controller The Controller of the SWEETWATER AUTHORITY shall be the duly appointed and acting Controller of SOUTH BAY serving ex-officio as Controller of the SWEETWATER AUTHORITY. The Controller shall establish and maintain such accounts, books and records as may be required by good accounting practice or by any provision of lease agreements of the SWEETWATER AUTHORITY and he shall perform -8- such other duties as are specified by the Govern- ing Board: There shallbe strict accountability of all funds and report of all receipts and disbursements. The accounts, books and records of the AUTHORITY shall be open to inspection at all reasonable times by representatives of SOUTH BAY or NATIONAL CITY. The Controller shall draw warrants to pay demands against the AUTHORITY when the demands have been approved by the Governing Board. The Controller shall, with the approval of the Governing Board, contract with a certified public accountant to make an annual audit of the accounts and records of the AUTHORITY.. The mini- mum requirements of the 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 - auditing standards. A report thereof shall be - filed as public records with SOUTH BAY and NATIONAL, CITY and also with the County Auditor of San Diego County. Such reports shall be filed within twelve months of the end of the fiscal year under exam- ination. -9- such (6) Attorney The Attorney for the SWEETWATER AUTHORITY shall be the duly appointed and acting Attorney for SOUTH BAY (or his duly authorized deputy), serving ex-officio as Attorney for the SWEETWATER AUTHORITY. The Attorney for the AUTHORITY or his designated deputy shall attend all meetings of the Governing Board, but his absence shall not affect the validity of any meeting. The Attorney shall perform such other duties as are specified by the Governing Board. (E) Rules The Governing Board may adopt, from time to time, rules and regulations for the conduct of its meetings and affairs as may be required. SECTION 3. Powers The SWEETWATER AUTHORITY shall have the powers common to SOUTH BAY and NATIONAL CITY set forth in Section 1, as limited by this Agreement. The SWEETWATER AUTHORITY, by and through its Governing Board, is hereby authorized, in its own name, to do all acts necessary, convenient for the exercise of said common powers for the forth in Section 1 and to do any or all of the -10- or appropriate purposes set following: A (a) Tomake and enter into contracts, including agreements necessary to comply with procedural require- ments in connection with any federal or state grants; (b) To employ agents, officers and employees; (c) To lease, acquire, construct, manage, maintain or operate any buildings, works or improvements; (d) To acquire, hold, lease or dispose of property; (e) To incur debts, liabilities or obligations which do not constitute a debt, liability or obligation of SOUTH BAY or NATIONAL CITY; (f) To sue and be sued in its own name; (g) To receive gifts, contributions and donations of property, funds, services and other forms of assist- ance from persons, firms, corporations and any governmental entity provided that such gifts, contributions -or donations are consented to by the AUTHORITY in_each instance; (h) To lease, as lessee, from SOUTH BAY, as __lessor, the Sweetwater System including -both real and - personal property thereof, and operating capital and reserves therefor; (i) To fix the compensation paid to the Governing Board, Secretary, Treasurer, Controller=and Attorney, provided, however, the compensation of the Board members shall not exceed that authorized for Irrigation District Board members (see Water Code Section 21166) from time to time; -11- (j.) To prescribe the'duties, compensation and other terms and conditions of employment of ,other agents, officers and employees; (k) To adopt reasonable rules and regulations for the conduct of the Sweetwater System and to prescribe, revise and collect charges for services, facilities and water furnished; (1) To acquire, own, lease, operate, manage, maintain, repair and improve the Sweetwater System, and to construct additions and improvements thereto. Such powers shall be exercised in the manner provided in the Act, and, except as expressly set forth herein, subject only to such restrictions upon the manner of exer- _rising such powers as are imposed upon SOUTH BAY in the exercise of similar powers. SECTION 4. Fiscal Year The fiscal year of the SWEETWATER AUTHORITY shall be July 1 to June 30. SECTION 5. Official Bond The Manager of the SWEETWATER AUTHORITY is hereby designated as the person who shall have charge of, handle and have access to the property of the SWEETWATER AUTHORITY. -12- The Manager shall file an officialbond in an amount fixed - by SOUTH BAY and NATIONAL CITY. The SWEETWATER AUTHORITY shall procure and maintain adequate fidelity insurance or bonds on all directors, officers, agents and employees or other persons handling or responsible for any revenues or -funds of the SWEETWATER AUTHORITY and the Sweetwater System. All bond and insurance premiums shall be paid by the SWEET- -WATER AUTHORITY. SECTION 6. Payments and Advances SOUTH BAY and NATIONAL CITY may, in appropriate circum- stances or when required by this Agreement: (a) make contributions from their treasuries for the purposes set - -forth in this Agreement; (b) make payments of -public -funds to defray the cost of such purposes; (c) make advances of public funds for such purposes, such advances to be repaid as provided in this Agreement; or (d) contribute the use of .personnel, equipment or property of one or more parties_to_ this Agreement in lieu of other contributions_or advances. SECTION 7. rssuance Of Bonds (A) SOUTH BAY shall sell $22,500,000 principal amount of revenue bonds pursuant to the Revenue Bond - -Law of 1941 to pay and provide for: the -sum -due the -13- California -American Water Company under .the Agreement Re Final Order of Condemnation in the eminent domain proceeding, which agreement was approved by Order of the Court on April 16, 1977.; the cost of -the sale and issuance of the .revenue bonds; bond reserve funds and ._other reserve funds; working capital; and other costs and expenses incidental to or connected with the ac- quisition and financing of the Sweetwater -System as -- authorized by the Revenue Bond Law of 1941, and as authorized at the May 31, 1977, election. Upon=the = sale and issuance of the revenue bonds by SOUTH BAY, the unissued $22,500,000 revenue bonds of National City authorized at the May 31, 1977, election shall be cancelled. _ (B) .Concurrently with the issuance-of:SOUTH BAY's revenue bonds: NATIONAL CITY shall take such. -steps as -are necessary to cause title to the Sweetwaterz.System _:to vest in SOUTH BAY pursuant_to the Final Order Condemnation in the eminent domain proceeding; SOUTH BAY shall lease the Sweetwater System to the SWEETWATER AUTHORITY; the SWEETWATER AUTHORITY.shall assume the ob-=- ligations to California -American Water Company set -forth -14- in paragraphs 4, 7 and 8 of the Agreement Re Final Order of Condemnation; SOUTH BAY and NATIONAL CITY shall assign to SWEETWATER AUTHORITY all of their Interest in the unexpended balances of contributions in = aid of construction, advances for construction, ac- counts receivable and unbilled revenues from customers to be remitted by California -American Water Company under paragraph 12 of the Agreement Re Final Order -of Condemnation. SECTION 8. Litigation Expenses (A) SOUTH BAY and NATIONAL CITY shall each pay its own attorneys' fees in connection with the eminent domain proceeding (San Diego Superior Court No. 306441). (B) All other expenses of proceeding No. 306441, including (without limitation) expert witness fees and _court costs, in the total amount of $453,025.68, have been advanced by SOUTH BAY. SOUTH BAY's share:of:such expenses is $330,708.95 and NATIONAL CITY's share is $122,316.93. NATIONAL CITY's share of such expenses-- - advanced by SOUTH BAY shall bear interest at the rate - -of 5.5% per annum from and after November 1, 1971. NATIONAL CITY shall reimburse SOUTH BAY for NATIONAL CITY's $122,316.93 share of the expenses plus the -15- interest thereon. The total amount due from NATIONAL CITY. as of November 1, 1977, is$162,681.51. Such reimbursement shall be made from legally available funds in four (4) payments (interest included), as _ follows: $44,150 on November 1, 1977, 1978 and 1979; $43,467 on November 1, 1980. __ SECTION 9. Contributions SOUTH BAY and NATIONAL CITY shall contribute to_SWEETWATER AUTHORITY, at no expense to SWEETWATER AUTHORITY and with no obligation of repayment on the part of SWEETWATERAUTHORITY, the following: (1) All attorney's fees incurred by them_in_, connection with the eminent domain proceeding;____ (2) All other expenses of the eminent domain_pro- ceeding, including (without limitation) expert_witness fees and court costs; (3) All costs of conducting the revenue_bond_ elections held May 31, 1977. SECTION 10. San Diego County Water Authority_ Standby Charge - (A) SOUTH BAY and NATIONAL CITY hereby empower the SWEETWATER AUTHORITY (upon its acquisition by lease of the Sweetwater System and during the term of the lease and of this Agreement, whichever is longer) to order, receive, sell and distribute through -16- the Sweetwater System (as it is constituted from time totime) for use within SOUTH BAY and NATIONAL CITY, respectively, all water that SOUTH BAY and NATIONAL CITY, respectively, shall become entitled to purchase from the San Diego County Water Authority to the extent that the SWEETWATER AUTHORITY shall require the same. The SWEETWATER AUTHORITY does not by this Agreement acquire any interest in the San Diego County_Water_ Authority water rights of SOUTH BAY or NATIONAL CITY other than the right to order, receive, Sell and dis -tribute said water in accordance with, and -during the terms of, this Agreement and the Sweetwater -System lease. The SWEETWATER AUTHORITY shall order such water- directly from the San Diego County Water Authority and shall pay the Water Authority for such water. _The SWEETWATER AUTHORITY may order from the San -- Diego County Water Authority amounts of water up to- the aggregate amounts available to SOUTH BAY and NATIONAL CITY. If the SOUTH BAY or NATIONAL CITY - component of an order exceeds the amount of water available to either agency from the San Diego_County __ Water Authority, then to the extent the other agency shall have unordered County Water Authority water entitlement available it shall be used and a like amount of local water available to the entitlement- -17- ' short agency shall be released to the other agency in exchange therefor, at its request. If no request is made within one year of -a use, the right to the release of exchange water therefor shall terminate asto that individual use. (B) Upon three (3) months' written notice to the SWEETWATER AUTHORITY, SOUTH BAY and/or NATIONAL CITY may, at their/its option, elect to charge the SWEETWATER AUTHORITY standby charges to the extent hereinafter provided for the right to receive water from -the San Diego County Water Authority. Upon the exercise of the option to make a standby charge by either SOUTH BAY or NATIONAL CITY (or both), then an equivalent standby charge shall be made by both SOUTH BAY and NATIONAL CITY. (For example, if SOUTH BAY charged a standby charge equal to 50% of the Metropolitan Water District - of Southern California taxes levied in SOUTH BAY; then it would be mandatory for NATIONAL CITY to charge a -- standby charge equal to 50% of the MWD taxes -levied National City.) The option to charge a standby -charge - shall not be exercised unless at the time of the exercise of the option there is sufficient money in the -surplus -- account under the lease of the Sweetwater System to pay in full one year's standby charges for both SOUTH BAY and NATIONAL CITY. The surplus account under the -lease contains money remaining on hand after paying: -18- (1) maintenance and operation costs of the Sweetwater System; (2) rental as provided in the lease of the Sweetwater System; and (3) repair and replacement reserve account deposits as provided in the lease of - the Sweetwater System. The SWEETWATER AUTHORITY shall only be obligated to pay, and shall only pay, such: charges from moneys, if any, in said surplus.. -account until the SOUTH BAY revenue bonds and the interest -thereon` shall have been paid in full or adequate provision"for--- such payment shall have been made. Until the:SOUTH BAY -r.evenue bonds, and the interest thereon, shall -have- -been paid in full or adequate provision for such payment. shall have been made, the amounts of such standby charges shall not exceed fifty percent (50%) of any Metropolitan Water District of Southern California and Sari=Diego -County Water Authority taxes for each fiscal year (July -1 to June 30) applicable to taxable property situated -- within the public agency (SOUTH BAY or NATIONAL CITY) :making such standby charge. If a standby charge. -is made -and to the extent moneys are available in said _surplus - --account, sixty percent (60%) thereof shall be payable _by the SWEETWATER AUTHORITY by December 1 and -:forty percent (40%) by May 1 of the fiscal year for which the charge is made or at such other times and in such. _installments as are necessary to correspond to the requirements of the Metropolitan Water District and the County Water Authority as to cash payments in lieu of -19- Jr taxes, as such requirements. may be changed from time to time. Nothing herein shall prevent SOUTH BAY or NATIONAL CITY from using the proceeds from its respec tive standby charge for any lawful purpose. _ (C) SOUTH BAY and NATIONAL CITY agree to: remain members of the San Diego County Water Authority at all times during the term of this Agreement; take any action necessary to protect their water rights and _ other rights a's members of the Water Authority; perform such acts and execute such documents as may be necessary to accomplish the purposes of this Section. _ SECTION 11. Term, Amendments, Termination (A) This Agreement shall be effective when signed by SOUTH BAY and NATIONAL CITY, may be amended by mutual consent, and shall continue until terminated.. by mutual consent or by either SOUTH BAY or NATIONAL CITY upon one year's written notice; provided, however, this Agreement cannot be terminated until all of SOUTH BAY's revenue bonds and the interest thereon, shall_havebeen paid in full or adequate provision for such payment_ shall have been made. (B) If this Agreement is terminated as_provided above, the Sweetwater System and any property acquired as a result of the joint exercise of powers shall be __ •divided or distributed in accordance with the mutual -20- agreement of SOUTH BAY and NATIONAL CITY. After com- pletion of the purpose of this Agreement, to -wit, upon termination thereof, any surplus money on hand shall be returned to SOUTH BAY and NATIONAL CITY in proportion. to the contributions made in accordance with the mutual :agreement of the parties. If SOUTH BAY and NATIONAL CITY cannot reach a mutual agreement in regard -to such division and distribution of properties or money, then --such division and distribution shall be settled -by - .arbitration as hereinafter set forth. The matter shall be submitted to a board of three (3) arbitrators -which_ shall be appointed, one by SOUTH BAY, one by NATIONAL CITY, and the third by the first two. The public agency desiring arbitration shall notify the other - public agency by a written notice stating that it -,-_- -desires arbitration, that it has appointed its -nominee, ___and that it requests the other public agency:to.-appoint -its nominee. The other public agency shall,_within- :_ thirty (30) days from the receipt of said notice appoint its nominee. Within fifteen (15) days -after:: __ the last public agency has appointed its nominee,_the__. two nominees shall appoint the third. None ofsthe ._arbitrators shall be a resident of or taxpayer in,or own property in, or have a place of businessLin,-or be an officer or employee of, either public agency. .The arbitration board shall hold at least one hearing and -21- me- -at least ten (10) days before said hearing shall give -each public agency written notice thereof. In making such a division of the Sweetwater System, the arbi- trators shall: (1) distribute to SOUTH BAY that -portion - of the water distribution system within SOUTH BAY; (2) -_ -- distribute to NATIONAL CITY that portion of the -water distribution system within NATIONAL CITY; (3) distribute -==jointly to SOUTH BAY and NATIONAL CITY undivided interests in water production facilities, major transmission __- -facilities, and the remaining portions of the Sweetwater ===System in reasonable proportion to their respective __- -distribution requirements and systems; (4) provide for _---- the administration of the jointly owned facilities by SOUTH BAY; (5) give consideration to good utility - _ operating practices in making the division so that water service may be continued by SOUTH BAY and NATIONAL CITY in an efficient and economical manner. =Each public agency shall be given an opportunity tb-be heard and to present evidence. Upon conclusion of=the-hearing- or hearings the arbitration board shall reduce their- findings of fact, conclusions of law and the=decision- -- to writing, and shall sign the same and deliver one - signed copy thereof to each public agency. Such decision :shall be final and binding upon both public agencies _==A majority finding shall govern if the arbitrators'- determination is not unanimous. Each public=agency- -22- J 1 J shall pay its own expenses including the expenses of _ the arbitrator which it nominates. The expenses of the third arbitrator, and the administrative costs of the arbitration proceedings shall be shared equally..- In all respects not inconsistent with the foregoing, the proceedings shall be in accordance with Title 9_of Part 3 of the California Code of Civil Procedure_(as amended from time to time). SECTION 12. No Franchise Charges Upon acquisition by lease agreement of the Sweetwater .System, the SWEETWATER AUTHORITY shall have the exclusive_ right to supply water within SOUTH BAY and NATIONAL_CITY and_ _to operate, maintain, repair, construct and extend its water facilities therein for such purpose. Neither SOUTH BAY nor. NATIONAL CITY shall levy a franchise charge against._the. - __SWEETWATER AUTHORITY. SECTION 13. Wells In National City The SWEETWATER AUTHORITY shall not drill additional wells in NATIONAL CITY for the purpose of increasing.production from the underground beyond the 1967 level of production without the consent of NATIONAL CITY. -23- SECTION 14. Severability If any section, sub -section, :sentence, clause or phrase of this Agreement, or the application thereof to either public agency or to any other person or circumstance, is for any reason held invalid, it shall be deemed severable and the validity of the application of such to any other person remainder provision of the to the or circumstance, Agreement, or.the other public.agency or shall not be, affected thereby. Each public agency hereby declares that it would have entered into this Agreement, and each section,_sub- section, sentence, clause and phrase thereof irrespective of the fact that one or more sections, sub -sections,. clauses or _phrases, or the application thereof to either public agency or to any other person or circumstance, might beheld invalid. SECTION 15. Joint Powers Agreement of 1969 The Joint Powers Agreement of 1969, dated_January 28 1969, between SOUTH BAY and NATIONAL CITY is superseded by this Agreement; provided, however, the provision of..the _1969 Agreement to proceed jointly to acquire the Sweetwater - _System by eminent domain shall remain in full force -and -- effect, as modified by this Agreement. -24- IN WITNESS WHEREOF, :the parties have caused this Joint Powers Agreement of 1972, As Amended in 1977, between SOUTH BAY IRRIGATION DISTRICT and THE CITY OF NATIONAL CITY creating the SWEETWATER AUTHORITY to be signed by their respective officials heretofore duly authorized by the legislative bodies thereof. DATED: ATTEST: , 1977 SOUTH BAY IRRIGATION DISTRICT Secretary (SEAL) DATED: :ATTEST: By President- , 1977 CITY OF NATIONAL CITY City Clerk (SEAL) By -25- Mayor JOINT POWERS AGREEMENT OF 1972, AS AMENDED IN 1977, BETWEEN THE SOUTH BAY IRRIGATION DISTRICT AND THE CITY OF NATIONAL CITY CREATING THE SWEETWATER AUTHORITY TABLE OF CONTENTS Section No. Title Page Recitals 1 Section 1 Purposes of Agreement and Common Powers to be Exercised 2 Section 2 Sweetwater Authority 3 Section 3 Powers 11 Section 4 Fiscal Year 13 Section 5 Official Bond 13 Section 6 Payments and Advances 13 Section 7 Issuance of Bonds 14 Section 8 Litigation Expenses 15 Section 9 Contributions 16 Section 10 San Diego County Water Authority Standby Charge 16 Section 11 Term, Amendments, Termination 19 Section 12 No Franchise Charges 22 Section 13 Wells in National City 23 Section 14 Severability 23 Section 15 Joint Powers Agreement of 1969 23 Execution 24 Exhibit "13" JOINT POWERS AGREEMENT OF 1972, AS AMENDED IN 1977, BETWEEN THE SOUTH. BAY IRRIGATION DISTRICT AND THE CITY OF NATIONAL CITY CREATING THE SWEETWATER AUTHORITY THIS AGREEMENT, dated , 1977, is made and entered into by and between the SOUTH BAY IRRIGATION DISTRICT (hereinafter sometimes referred to as "SOUTH BAY"), an irriga- tion district organized and existing under the Irrigation District Law of the State of California (Division 11 of the Water Code), and the CITY OF NATIONAL CITY (hereinafter some- times referred to as "NATIONAL CITY"), a municipal corporation organized and existing under the laws of the State of California (Title 4 of the Government Code). RECITALS SOUTH BAY and NATIONAL CITY and the residents in each of them are served by the water supply and distribution system owned by the California -American Water Company, which system is known as the Sweetwater District of the San Diego Bay Division (hereinafter sometimes referred to as "Sweetwater System"). SOUTH BAY and NATIONAL CITY are in the process of acquiring the Sweetwater System by means of an eminent domain proceeding (San Diego Superior Court No. 306441). SOUTH BAY and NATIONAL CITY find that it would be in the best interests of each public agency and the residents of each of them to create the "SWEETWATER AUTHORITY" to acquire, own, operate, manage, maintain and improve the Sweetwater System so that their residents will be supplied with water at the lowest possible cost consistent with sound economy, prudent management and the security and payment of the principal and interest of the revenue bonds. NOW, THEREFORE, SOUTH BAY AND NATIONAL CITY, FOR AND IN CONSIDERATION OF THEIR MUTUAL PROMISES AND AGREEMENTS HEREIN CONTAINED, DO AGREE AS FOLLOWS: SECTION 1. Purposes of Agreement and Common Powers to be Exercised This Agreement is made pursuant to the provisions of Article 1, Chapter 5, Division 7, Title 1 of the Government Code of the State of California (commencing with Section 6500, hereinafter sometimes called "Act") relating to the joint exercise of powers common to public agencies, in this case being SOUTH BAY and NATIONAL CITY, each of which is authorized to contract with the other pursuant thereto. The purposes of this Agreement are to create the SWEETWATER AUTHORITY, to provide for the acquisition, leasing, ownership, financing, operation, management, maintenance, repair and improvement of the Sweetwater System, and the construction_of additions and improvements thereto, for the supplying of water for domestic, irrigation, sanitation, industrial, fire protection, recreation -2- or any other public or private uses. Each public agency has in common the powers to acquire, own, finance, lease, operate, manage, maintain, repair, improveand construct such facilities for such purposes. The foregoing purposes will be accomplished and common powers exercised in the manner hereinafter set forth. SECTION 2. Sweetwater Authority (A) Creation of Authority Pursuant to Sections 6506 and 6507 of the Act, there is hereby created a public entity to be known as the "SWEETWATER AUTHORITY." The SWEETWATER AUTHORITY shall be a public entity separate and apart from SOUTH BAY and NATIONAL CITY and a public agency within the meaning of Section 1.65 of Article XIII of the California Constitution. The boundaries of the SWEETWATER AUTHORITY shall be coterminous with the boundaries of SOUTH BAY and NATIONAL CITY as they exist from time to time. The debts, liabilities and obligations of the SWEETWATER AUTHORITY shall not constitute debts, liabilities or obligations of SOUTH BAY or NATIONAL CITY. (B) Governing Board The SWEETWATER AUTHORITY shall be administered by a Governing Board of seven (7) members, each serving in his individual capacity as a member of the Governing -3- Board. Such Governing Board shall be called the "Governing Board of the SWEETWATER AUTHORITY." All voting power shall reside in the Governing Board. Five (5) members of the Governing Board of the SWEETWATER AUTHORITY shall be the five persons who are from time to time the incumbent members of the Board of Directors of SOUTH BAY. Two (2) members of the Governing Board of the SWEETWATER AUTHORITY shall be appointed by the Mayor, subject to confirma- tion by the City Council, of NATIONAL CITY. They shall be electors of NATIONAL CITY at the time of assuming such offices and at all times during their terms of office. They shall serve four (4) year terms. Any vacancy that occurs among the NATIONAL CITY members of the Governing Board shall be filled by appointment by the Mayor, subject to confirmation by the City Council, of NATIONAL CITY. The initial term of all members of the Governing Board of the SWEETWATER AUTHORITY shall be deemed to commence on the execution of this Agreement. (C) Meetings of the Governing Board (1) Regular Meetings The Governing Board of the SWEETWATER AUTHORITY shall provide for its regular meetings. The date, hour and place of holding the regular meetings -4- shall be fixed by Resolution of the Governing Board. A copy of such Resolution shall be filed with SOUTH BAY and NATIONAL CITY. (2) Ralph M. Brown Act All meetings of the Governing Board of the SWEETWATER AUTHORITY, 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), as amended. (3) Minutes The Secretary of the SWEETWATER AUTHORITY shall cause to be kept minutes of the meetings of the Governing Board and shall, after each meeting, cause a copy of the minutes to be forwarded to each member of the Governing Board and to SOUTH BAY and NATIONAL CITY. (4) Quorum A majority of the Governing Board of the SWEETWATER AUTHORITY shall constitute a quorum for the transaction of business, except that less than a quorum may adjourn from time to time; provided that the affirmative vote of at least four members -5- of the Governing Board shall be required for any action of the Governing Board, other than adjourn- ment. (D) Officers and Duties (1) Chairman The Governing Board of the SWEETWATER AUTHORITY shall elect one of its members as Chairman. The Chairman's term of office shall be two years and until his successor takes office. The Chairman of the Governing Board shall preside at its meetings and shall perform such other duties as are specified by the Governing Board. (2) Vice -Chairman The Governing Board of the SWEETWATER AUTHORITY shall elect one of its members Vice -Chairman. The Vice -Chairman's term of office shall be two years and until his successor takes office. The Vice - Chairman shall perform all the duties of the Chairman in the absence of the Chairman or in the event of the Chairman's inability to perform such duties. (3) Secretary The Secretary of the SWEETWATER AUTHORITY shall be appointed by the Governing Board of the SWEETWATER AUTHORITY and shall serve at the -6- pleasure of the Governing Board. The Secretary may but need not be a member of the Governing Board. The Secretary shall be responsible for the minutes and other records of the proceedings of the Governing Board and shall perform such other duties as are specified by the Governing Board. (4) Treasurer The Treasurer of the SWEETWATER AUTHORITY shall be the Treasurer of SOUTH BAY serving ex- officio as Treasurer of the SWEETWATER AUTHORITY. The lease agreement of the Sweetwater System may provide for a fiscal agent to receive, have custody of, and disburse SWEETWATER AUTHORITY funds. Subject to the applicable provisions of such a lease agreement, the Treasurer shall have custody of all the money of the SWEETWATER AUTHORITY, from whatever source, and he shall: (a) Receive and receipt for all money of the SWEETWATER AUTHORITY and place it in the SOUTH BAY treasury to the credit of the SWEETWATER AUTHORITY; (b) Be responsible upon his official bond for the safekeeping and disbursement of all SWEETWATER AUTHORITY money so held by him; -7- (c) Pay, when due, out of money of the SWEETWATER AUTHORITY so held by him, all sums payable under lease agreements of the AUTHORITY; (d) Pay any other sums due from the SWEETWATER AUTHORITY from AUTHORITY money, or any portion thereof, only upon warrants of the Controller of the SWEETWATER AUTHORITY; (e) Verify and report in writing on the first day of July, October, January and April of each year to the SWEETWATER AUTHORITY and to SOUTH BAY and NATIONAL CITY the amount of money he holds for the AUTHORITY, the amount of receipts since his last report, and the amount paid out since his last report; and (f) Perform such other duties as are specified by the Governing Board. (5) Controller The Controller of the SWEETWATER AUTHORITY shall be the duly appointed and acting Controller of SOUTH BAY serving ex-officio as Controller of the SWEETWATER AUTHORITY. The Controller shall establish and maintain such accounts, books and records as may be required by good accounting practice or by any provision of lease agreements of the SWEETWATER AUTHORITY and he shall perform -8- such other duties as are specified by the Govern- ing Board. There shall be strict accountability of all funds and report of all receipts and disbursements. The accounts, books and records of the AUTHORITY shall be open to inspection at all reasonable times by representatives of SOUTH BAY or NATIONAL CITY. The Controller shall draw warrants to pay demands against the AUTHORITY when the demands have been approved by the Governing Board or the person or persons authorized to so approve by SOUTH BAY and NATIONAL CITY. The Con- troller shall, with the approval of the Governing Board, contract with a certified public accountant to make an annual audit of the accounts and records of the AUTHORITY. The minimum requirements of the audit shall be those prescribed by the State Con- troller for Special Districts under Section 26909 of the Government Code and shall conform to generally accepted auditing standards. A report thereof ,shall be filed as public records with SOUTH BAY and NATIONAL CITY and also with the County Auditor of San Diego County. Such reports shall be filed within twelve months of the end of the fiscal year under examination. -9- (6) Attorney The Attorney for the SWEETWATER AUTHORITY shall be the duly appointed and acting Attorney for SOUTH BAY (or his duly authorized deputy), serving ex-officio as Attorney for the SWEETWATER AUTHORITY. The Attorney for the AUTHORITY or his designated deputy shall attend all meetings of the Governing Board, but his absence shall not affect the validity of any meeting. The Attorney shall perform such other duties as are specified by the Governing Board. (E) Rules The Governing Board may adopt, from time to time, such rules and regulations for the conduct of its meetings and affairs as may be required. SECTION 3. Powers The SWEETWATER AUTHORITY shall have the powers common to SOUTH BAY and NATIONAL CITY set forth in Section 1, as limited by this Agreement. The SWEETWATER AUTHORITY, by and through its Governing Board, is hereby authorized, in its own name, to do all acts necessary, convenient or appropriate for the exercise of said common powers for the purposes set forth in Section 1 and to do any or all of the following: -10- (a) To make and enter into contracts, including agreements necessary to comply with procedural require- ments in connection with any federal or state grants; (b) To employ agents, officers and employees; (c) To lease, acquire, construct, manage, maintain or operate any buildings, works or improvements; (d) To acquire, hold, lease or dispose of property; (e) To incur debts, liabilities or obligations which do not constitute a debt, liability or obligation of SOUTH BAY or NATIONAL CITY; (f) To sue and be sued in its own name; (g) To receive gifts, contributions and donations of property, funds, services and other forms of assist- ance from persons, firms, corporations and any governmental entity provided that such gifts, contributions or donations are consented to by the AUTHORITY in each instance; (h) To lease, as lessee, from SOUTH BAY, as lessor, the Sweetwater System including both real and personal property thereof. (i) To fix the compensation paid to the Governing Board, Secretary, Treasurer, Controller and Attorney, provided, however, the compensation of the Board members shall not exceed that authorized for Irrigation District Board members (see Water Code Section 21166) from time to time; -11- (j) To prescribe the duties, compensation and other terms and conditions of employment of other agents, officers and employees; (k) To adopt reasonable rules and regulations for the conduct of the Sweetwater System and to prescribe, revise and collect charges for services, facilities and water furnished; (1) To operate, manage, maintain, repair and improve the Sweetwater System, and to construct additions and improvements thereto. Such powers shall be exercised in the manner provided in the Act, and, except as expressly set forth herein, subject only to such restrictions upon the manner of exer- cising such powers as are imposed upon SOUTH BAY in the exercise of similar powers. SECTION 4. Fiscal Year The Governing Board of the SWEETWATER AUTHORITY shall fix the fiscal year of the AUTHORITY. The fiscal year of the SWEETWATER AUTHORITY shall be July 1 to June 30 until changed by the Governing Board. SECTION 5. Official Bond The Manager of the SWEETWATER AUTHORITY is hereby designated as the person in charge of the property of the -12- SWEETWATER AUTHORITY. The Manager shall file an official bond in an amount fixed by SOUTH BAY and NATIONAL CITY. The SWEETWATER AUTHORITY shall procure and maintain adequate fidelity insurance or bonds on all directors, officers, agents and employees or other persons handling or responsible for any revenues or funds of the SWEETWATER AUTHORITY and the Sweetwater System, such insurance or bonds to be in an aggregate amount at least equal to the maximum amount of such revenues or funds at any one time in the custody of all such directors, officers, agents and employees or other persons. All bond and insurance premiums shall be paid by the SWEETWATER AUTHORITY. SECTION 6. Payments and Advances SOUTH BAY and NATIONAL CITY may, in appropriate circum- stances or when required by this Agreement: (a) make contributions from their treasuries for the purposes set forth in this Agreement; (b) make payments of public funds to defray the cost of such purposes; (c) make advances of public funds for such purposes, such advances to be repaid as provided in this Agreement; or (d) u.se personnel, equip- ment or property in lieu of other contributions or advances. -13- SECTION 7. Issuance of Bonds (A) SOUTH BAY shall sell sufficient revenue bonds pursuant to the Revenue Bond Law of 1941 to pay and provide for: the sum due the. California -American Water Company under the Agreement Re Final Order of Condemnation in the eminent domain proceeding, which agreement was approved by Order of the Court on April 16, 1977; the cost of the sale and issuance of the revenue bonds; bond reserve funds; working capital; and other costs and expenses incidental to or connected with the ac- quisition and financing of the Sweetwater System as authorized by the Revenue Bond Law of 1941. The maximum amount of revenue bonds to be issued by SOUTH BAY shall be $22,500,000 as authorized at the May 31, 1977, election. Upon the sale and issuance of the revenue bonds by SOUTH BAY, the unissued $22,500,000 revenue bonds of National City authorized at the May 31, 1977, election shall be cancelled. (B) Concurrently with the issuance of SOUTH BAY's revenue bonds: NATIONAL CITY shall take such steps as are necessary to cause title to the Sweetwater System to vest in SOUTH BAY pursuant to the Final Order of Condemnation in the eminent domain proceeding; SOUTH BAY shall lease the Sweetwater System to the SWEETWATER AUTHORITY, the SWEETWATER AUTHORITY shall assume all -14- obligations under the operating lease and the obliga- tions to California -American Water Company set forth in paragraphs 4, 7 and 8 of the Agreement Re Final Order of Condemnation; SOUTH BAY and NATIONAL CITY shall assign to SWEETWATER AUTHORITY all of their interest in the unexpended balances of contributions in aid of construction, advances for construction, accounts receivable and unbilled revenues from customers to be remitted by California -American Water Company under paragraph 12 of the Agreement Re Final Order of Condem- nation. SECTION 8. Litigation Expenses (A) SOUTH BAY and NATIONAL CITY shall each pay its own attorneys' fees in connection with the eminent domain proceeding (San Diego Superior Court No. 306441). (B) All other expenses of proceeding No. 306441, including (without limitation) expert witness fees and court costs, in the total amount of $453,025.68, have been advanced by SOUTH BAY. SOUTH BAY's share of such expenses is $330,708.95 and NATIONAL CITY's share is $122,316.93. NATIONAL CITY's share of such expenses advanced by SOUTH BAY shall bear interest at the rate of 5.5% per annum from and after November 1, 1971. NATIONAL CITY shall reimburse SOUTH BAY for NATIONAL -15- CITY's $122,316.93 share of the expenses plus the interest thereon. The total amount due from NATIONAL CITY as of November 1, 1977, is $162,681.51. Such reimbursement shall be made in four (4) equal payments (interest included), as follows: $44,150 on November 1, 1977, 1978 and 1979; $43,467 on November 1, 1980. SECTION 9. Contributions SOUTH BAY and NATIONAL CITY shall contribute to SWEETWATER AUTHORITY, at no expense to SWEETWATER AUTHORITY and with no obligation of repayment on the part of SWEETWATER AUTHORITY, the following: (1) All attorney's fees incurred by them in connection with the eminent domain proceeding; (2) All other expenses of the eminent domain pro- ceeding, including (without limitation) expert witness fees and court costs; (3) All costs of conducting the revenue bond elections held May 31, 1977. SECTION 10. San Diego County Water Authority - Standby Charge (A) SOUTH BAY and NATIONAL CITY hereby empower the SWEETWATER AUTHORITY (upon its acquisition by lease of the Sweetwater System and during the term of the operating lease and of this Agreement, whichever is -16- longer) to order, receive, sell and distribute through the Sweetwater System (as it is constituted from time to time) for use within SOUTH BAY and NATIONAL CITY, respectively, all water that SOUTH BAY and NATIONAL CITY, respectively, shall become entitled to purchase from the San Diego County Water Authority to the extent that the SWEETWATER AUTHORITY shall require the same. The SWEETWATER AUTHORITY does not by this Agreement acquire any interest in the San Diego County Water Authority water rights of SOUTH BAY or NATIONAL CITY other than the right to order, receive, sell and dis- tribute said water in accordance with, and during the term of, this Agreement. The SWEETWATER AUTHORITY shall order such water directly from the San Diego Water Authority and shall pay the Water Authority for such water. The SWEETWATER AUTHORITY may order from the San Diego County Water Authority amounts of water up to the aggregate amounts available to SOUTH BAY and NATIONAL CITY. If the SOUTH BAY or NATIONAL CITY component of an order exceeds the amount of water available to either agency from the San Diego County Water Authority, then to the extent the other agency shall have unordered County Water Authority water entitlement available it shall be used and a like amount of local water available to the entitlement- -17- short agency shall be released to the other agency in exchange therefor, at its request. If no request is made within one year of a use, the right to the release of exchange water therefor shall terminate as to that individual use. (B) Upon three (3) months' written notice to the SWEETWATER AUTHORITY, SOUTH BAY and/or NATIONAL CITY may, at their/its option, elect to charge the SWEETWATER AUTHORITY standby charges to the extent hereinafter provided for the right to receive water from the San Diego County Water Authority. Upon the exercise of the option to make a standby charge by either SOUTH BAY or NATIONAL CITY (or both), then an equivalent standby charge shall be made by both SOUTH BAY and NATIONAL CITY. (For example, if SOUTH BAY charged a standby charge equal to 50% of the Metropolitan Water District of Southern California taxes levied in SOUTH BAY, then it would be mandatory for NATIONAL CITY to charge a standby charge equal to 50% of the MWD taxes levied in National City.) The option to charge a standby charge shall not be exercised unless at the time of the exercise of the option there is sufficient money in the surplus account under the lease of the Sweetwater System to pay in full the standby charges for both SOUTH BAY and NATIONAL CITY. The surplus account under the lease contains money remaining on hand after paying: -18- • -3 (1) maintenance and operation costs of the Sweetwater System; (2) rental as provided in the lease of the Sweetwater System; and (3) repair and replacement reserve account deposits as provided in the lease of the Sweetwater System. The SWEETWATER AUTHORITY shall only be obligated to pay, and shall only pay, such charges from surplus, if any, until the SOUTH BAY revenue bonds and the interest thereon, shall have been paid in full or adequate provision for such payment shall have been made. Until the SOUTH BAY revenue bonds, and the interest thereon, .shall have been paid in full or adequate provision for such payment shall have been made, the amounts of such standby charges shall not exceed fifty percent (50%) of any Metropolitan Water District of Southern California and San Diego County Water Authority taxes for each fiscal year (July 1 to June 30) applicable to taxable property situated within the public agency (SOUTH BAY or NATIONAL CITY) making such standby charge. If a standby charge is made and to the extent surplus funds are available, sixty percent (60%) thereof shall be payable by the SWEETWATER AUTHORITY by December 1 and forty percent (40%) by May 1 of the fiscal year for which the charge is made or at such other times and in such installments as are necessary to correspond to the requirements of the Metropolitan Water District and the County Water Authority as to cash payments in lieu of -19- taxes, as such requirements. may bechanged from time to time. Nothing herein shall prevent SOUTH BAY or NATIONAL CITY from using the proceeds from its respec- tive standby charge for any lawful purpose. (C) SOUTH BAY and NATIONAL CITY agree to: remain members of the San Diego County Water Authority at all times during the term of this Agreement; take any action necessary to protect their water rights and other rights as members of the Water Authority; perform such acts and execute such documents as may be necessary to accomplish the purposes of this Section. SECTION 11. Term, Amendments, Termination (A) This Agreement shall be effective when signed by SOUTH BAY and NATIONAL CITY, may be amended by mutual consent, and shall continue until terminated by mutual consent or by either SOUTH BAY or NATIONAL CITY upon one year's written notice; provided, however, this Agreement cannot be terminated until all of SOUTH BAY's revenue bonds and the interest thereon, shall have been paid in full or adequate provision for such payment shall have been made. (B) If this Agreement is terminated as provided above, the Sweetwater System and any property acquired as a result of the joint exercise of powers shall be divided or distributed in accordance with the mutual -20- agreement of SOUTH BAY and NATIONAL CITY. After com- pletion of the purpose of this Agreement, to -wit, upon termination thereof, any surplus money on hand shall be returned to SOUTH BAY and NATIONAL CITY in proportion to the contributions made in accordance with the mutual agreement of the parties. If SOUTH BAY and NATIONAL CITY cannot reach a mutual agreement in regard to such division and distribution of properties or money, then such division and distribution shall be settled by arbitration as hereinafter set forth. The matter shall be submitted to a board of three (3) arbitrators which shall be appointed, one by SOUTH BAY, one by NATIONAL CITY, and the third by the first two. The public agency desiring arbitration shall notify the other public agency by a written notice stating that it desires arbitration, that it has appointed its nominee, and that it requests the other public agency to appoint its nominee. The other public agency shall, within thirty (30) days from the receipt of said notice, appoint its nominee. Within fifteen (15) days after the last public agency has appointed its nominee, the two nominees shall appoint the third. None of the arbitrators shall be a resident of or taxpayer in, or own property in, or have a place of business in, or be an officer or employee of, either public agency. The arbitration board shall hold at least one hearing and -21- at least ten (10) days before said hearing shall give each public agency written notice thereof. In making such a division of the Sweetwater System, the arbi- trators shall: (1) distribute to SOUTH BAY that portion of the water distribution system within SOUTH BAY; (2) distribute to NATIONAL CITY that portion of the water distribution system within NATIONAL CITY; (3) distribute jointly to SOUTH BAY and NATIONAL CITY undivided interests in water production facilities, major transmission facilities, and the remaining portions of the Sweetwater System in reasonable proportion to their respective distribution requirements and systems; (4) provide for the administration of the jointly owned facilities by SOUTH BAY; (5) give consideration to good utility operating practices in making the division so that water service may be continued by SOUTH BAY and NATIONAL CITY in an efficient and economical manner. Each public agency shall be given an opportunity to be heard and to present evidence. Upon conclusion of the hearing or hearings the arbitration board shall reduce their findings of fact, conclusions of law and the decision to writing, and shall sign the same and deliver one signed copy thereof to each public agency. Such decision shall be final and binding upon both public agencies. A majority finding shall govern if the arbitrators' determination is not unanimous. Each public agency -22- shall pay its own expenses including the expenses of the arbitrator which it nominates. The expenses of the third arbitrator, and the administrative costs of the arbitration proceedings shall be shared equally. In all respects not inconsistent with the foregoing, the proceedings shall be in accordance with Title 9 of Part 3 of the California Code of Civil Procedure (as amended from time to time). SECTION 12. No Franchise Charges Upon acquisition by lease agreement of the Sweetwater System, the SWEETWATER AUTHORITY shall have the exclusive right to supply water within SOUTH BAY and NATIONAL CITY and to operate, maintain, repair, construct and extend its water facilities therein for such purpose. Neither SOUTH BAY nor NATIONAL CITY shall levy a franchise charge against the SWEETWATER AUTHORITY. SECTION 13. Wells In National City The SWEETWATER AUTHORITY shall not drill additional wells in NATIONAL CITY for the purpose of increasing production from the underground beyond the 1967 level of production without the consent of NATIONAL CITY. -23- SECTION 14. Severability If any section, sub -section, sentence, clause or phrase of this Agreement, or the application thereof to either public agency or to any other person or circumstance, is for any reason held invalid, it shall be deemed severable and the validity of the remainder of the Agreement, or the application of such provision to the other public agency or to any other person or circumstance, shall not be affected thereby. Each public agency hereby declares that it would have entered into this Agreement, and each section, sub- section, sentence, clause and phrase thereof irrespective of the fact that one or more sections, sub -sections, clauses or phrases, or the application thereof to either public agency or to any other person or circumstance, might be held invalid. SECTION 15. Joint Powers Agreement of 1969 The Joint Powers Agreement of 1969, dated January 28, 1969, between SOUTH BAY and NATIONAL CITY is superseded by this Agreement; provided, however, the provision of the 1969 Agreement to proceed jointly to acquire the Sweetwater System by eminent domain shall remain in full force and effect, as modified by this Agreement. -24- r IN WITNESS WHEREOF, the parties have caused this Joint Powers Agreement of 1972, As Amended in 1977, between SOUTH BAY IRRIGATION DISTRICT and THE CITY OF NATIONAL CITY creating the SWEETWATER AUTHORITY to be signed by their respective officials heretofore duly authorized by the legislative bodies thereof. DATED: , 1977 SOUTH BAY IRRIGATION DISTRICT By ATTEST: Secretary (SEAL) President DATED: , 1977 CITY OF NATIONAL CITY ATTEST: City Clerk (SEAL) By -25- Mayor