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Reso 1020-09/1996 RESOLUTION NO. 1020 RESOLUTION OF THE BOARD OF DIRECTORS OF THE VALLECITOS WATER DISTRICT APPROVING PARTICIPATION IN THE ACWA-UTILITY SERVICE AGENCY JOINT POWERS AGREEMENT WHEREAS, the Vallecitos Water District is a public agency under California law that purchases, sells, uses or otherwise is involved in utility services; and WHEREAS, the purchase and use of energy and telecommunications services are a major aspect of the business of Vallecitos Water District and are a major cost component of its operations; and WHEREAS, recent and pending deregulation and restructuring of the natural gas industry, the electric energy industry and the telecommunications industry provides new opportunities for local governments to lower their energy and telecommunication costs or to improve their revenue potential through collective action; and WHEREAS, use of purchasing pools for the purchase of energy and telecommunications resources can be credibly predicted to be a legal and cost-effective means to achieve reduction in energy costs through the use of a competitive bid program, and, by the same token, restructuring of utility industries can provide enhanced potential for improving revenues through collective action; and WHEREAS, the Vallecitos Water District is a member of the Association of California Water Agencies (ACWA); and WHEREAS, ACWA proposes to form the Association of California Water Agencies-Utility Service Agency, (ACWA-USA) to enable its members to work collectively together to provide for the development or purchase of utility services for their mutual benefit; and WHEREAS, the ACWA-USA intends to form a variety of Project Service Agreements (PSAs), each of which will be a subgroup of the ACWA-USA membership comprised of participants with a specific commonality of interest, to provide for a pooling of purchasing power or otherwise collectively work together relative to specific utility service interests for the mutual benefit of the participants. NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of the Vallecitos Water District hereby authorizes the participation of the District in the Association of California Water Agencies-Utility Service Agency Joint Powers Authority and participation in specific Project Service Agreements determined to be beneficial for the District. It is understood that such 1 Resolution No. 1020 Page 2 participation will include financial contributions to fund initial JPA costs; appointment of a Commissioner to represent the District on the ACWA-USA governing body, which will be a Commission; and may involve additional participation in specific Project Senrice Agreements as determined by those Agreements. BE IT FURTHER RESOLVED, that the General Manager is authorized to sign, on behalf of the District, the Agreement, in substantially the form set forth in the attached Exhibit A., and in so doing, to commit the District to the provisions of the Agreement. PASSED, APPROVED, AND ADOPTED by the Board of Directors of the Va!lecitos Water District this 4th day of September, 1996, by the following roll call vote: AYES: Cruz, Davy, Ferguson, Mason NOES: AJ~SENT: Gregoryk ond Cruz, PresTaent istrict ATTEST: William W. Rucker, Secretary Board of Directors Vallecitos Water District JOINT POWERS AGREEMENT OF THE ASSOCIATION OF CALIFORNIA WATER AGENCIES UTILITY SERVICE AGENCY JOINT POWERS AGREEMENT OF THE ASSOCIATION OF CALIFORNIA WATER AGENCIES UTILITY SERVICE' AGENCY This Agreement which is entered into by and between the Panics signatory here to is made with reference to the following: · RECITALS A. The Parties are each public agencies or mutual water companies authorized to acquire, construct, maintain and/or operate facilities for the development and/or use of water resources, including facilities to store, treat, and deliver water for municipal, industrial, agricultural, domestic and other purposes. B. The Parties are each authorized to purchase Utility Services in connection with the operation of facilities for the development, use and delivery of water. C. One or more of the Parties are also authorized to acquire, construct, own, operate, control or use works for supplying their own facilities or others with Utility Services. D. The Parties are each members of the Association of California Water Agencies and share the common purpose of securing and providing Utilities Services at reasonable cost in the public interest. E. The Parties desire to create a joint powers agency to exercise those powers held in common to provide for the development or purchase of Utility Services for their mutual benefit. I 11/29/95 NOW THEREFORE, the Parties for and in consideration of the premises, and the mutual teu,,s, conditions, promises and covenants contained in this Agreement, do hereby agree as follows: ARTICLE 1. DEFINITIONS. The following te.~is capitalized in the text shall have the meaning specified in this Article unless the context otherwise requires. 1.1. AGENCY. Agency shall mean the Association of California Water Agencies-Utility Service Agency, a joint powers agency created by the Parties pursuant to this Agreement. 1.2. AGREEMENT. This joint powers agreement as it now exists or as it may from time to time be mended. 1.3. ASSOCIATION. The Association of California Water Agencies, a California non-profit corporation. 1.4. COMMISSION. The governing body of the Agency. 1.5. LAW or THE LAW. The Joint Exercise of Powers Act, being Articles 1 and 2 of Chapter 5 of Division 7 of Ti~e I of the Government Code of the State of California commencing with Section 6500, and all laws which amend or supplement it. 1.6. PARTY. Any member of the Association that can legally enter into this Agreement that does so by signing it. 2 11129/95 1.7. PROJECT SERVICE AGREEMENT OR PSA. An agreemere between the Agency and any of the Parties relating to a Utility Service or Utility Services which those Parties use or are authorized to provide. 1.8. UTILITY SERVICE OR UTILITY SERVICES. One or more of the following utility services: water, electrical, power, heat, gas, transportation, telephone, television, or other utility or communications services. 1.9. WORKING CAPITAL ACCOUNT. The special fund maintained for general overhead and reconnaissance qr other limited initial studies of the Agency. ARTICLE 2. PURPOSE AND POWERS. 2.1. Creation: There is hereby created, pursuant to the Law, a public entity to be known as the "Association of California Water Agencies-Utility Service Agency". 2.2. Te~ni: This Agreement shall be effective from the date on which the Executive Director of the Association certifies that it has been executed by Parties that have collectively deposited a minimum of $100,000 in the Working Capital Account and shall remain in effect until te~nfinated as hereinafter provided. 2.3. Purpose: The purpose of this Agreement is to provide for the joint exercise, through the Agency, of powers common to the Parties to study, acquire, construct, own, operate, control, maintain, use, or replace works for supplying their own facilities or their inhabitants with Utility Services as provided for in Project Service Agreements executed by Parties having the common power to provide for the Utility Services specified in each respective 3 11/29/95 Project Service Agreement and to enter into agreements and to do all acts related and incidental thereto in order to provide Project Services required by the Parties. 2.4. Powers. The Agency shall have the power to exercise any power common to all the Parties as authorized by the Law and to exercise any power common to those Parties that enter into a Project Service Agreement to provide the means, manner and methods of providing for a Utility Service. These powers shall be exercised subject to such restrictions upon the manner of exercising such powers as are imposed on the Modesto Irrigation District~ as specified in the Irrigation District ,Law (Water Code Sections 20500, et seq.) The Agency is authorized, in its own name, to do all acts necessary or convenient for the exercise of such powers for such purposes that the Parties could do separately, and all other acts authorized by the Law, including but not limited to any or all of the following: 2.4.1 To make and enter into contracts; 2.4.2 To employ agents, consultants, attorneys and employees; 2.4.3 To acquire personal property, and any interest therein by purchase, gift, lease, option, grant, bequest, devise or otherwise, and to hold and dispose of such property; 2.4.4 To sue and be sued in its own name; 2.4.5 To be an applicant, make applications for, and receive grants from governmental and private entities and to participate in State bond issues; ~ Government Code Section 6509 states that the powers of the Agency shall be "subject to the restrictions upon the manner of exercising the power of one of the contracting parties, which party shall be designated by the agreement." (Emphasis added.) 4 11/29/95 2.4.6 To prepare project reports and applications, to qualify for grants, and to enter into grant contracts and to do all other things necessary to comply with State and Federal laws and regulations with respect to grants; 2.4.7 To borrow or receive advances of funds from Parties or from other sources as may be pel'tnitted by law; 2.4.8 To execute leases and installment sale or installment purchase contracts; and 2.4.9 To exercise all powers necessary and proper to carry out the t~,ms and provisions of this Agreement or otherwise authorized by law; In addition to the above listed powers, the Agency is authorized to exercise the following powers to the extent permitted in a Project Service Agreement, for the benefit of the Parties to such Project Service Agreement: 2.4.10 To acquire real as well as personal property, and all and any interest therein, by purchase, girl, lease, grant, bequest, devise, eminent domain or otherwise, and to hold and dispose of such property; 2.4.11 To incur debts, liabilities and obligations; 2.4.12 To issue bonds, notes, warrants, and other evidences of indebtedness to finance costs and expenses to carry out the powers exercised for the Parties to a Project Service Agreement; and 2.4.13 To set service charges and fees for any Utility Service. 5 11/29/95 ARTICLE 3. COMMISSION ORGANIZATION AND POWERS 3.1. Governing Body. The Governing Body of the Agency shall be a Commission consisting of one Commissioner appointed by each Party. Each Party may also appoint one or more alternates to act in the absence of a Commissioner. Each Commissioner or alternate shall serve at the pleasure of the Party who appointed such Commissioner or alternate. The role of an alternate Commissioner shall be to assume the duties of the Commissioner for whom he or she is the alternate in case of the absence or ~;navailability of such Commissioner. # 3.2. Commissioners' Compensation and Expenses. Commissioner's and alternate's compensation, if any, and expenses shall be borne by the Party appointing such Commissioner. 3.3. Meetings. The Commission shall hold at least one regular meeting each year, and, by resolution, may provide for the holding of regular meetings at more frequent intervals. The date upon which, and the hour and place at which each such regular meeting shall be held, shall be fLxed by resolution of the Commission. Special meetings of the Commission may be called in accordance with the provisions of Section 54956 of the California Government Code. All meetings of the Commission shall be called, held, noticed and conducted subject to the provisions of the Ralph M. Brown Act (California Gov. Code §§ 54950, et seq.) 3.4. Quorum. A quorum of the Commission for the transaction of business shall consist of a majority of Commissioners, except less than a quorum may adjourn from time to time. 6 11/29/95 3.5 Voting. The Commission shall take no action on a general matter without the afru'mative vote of a simple majority of the Commissionera voting; provided, however, that if a Project Service Agreement so provides, any action of the Commission involving such PSA that does not affect the rights and obligations of any Party that is not a participant in such PSA shall be taken only by a majority vote of the Commissioners representing the Parties participating in such PSA, whose votes shall be weighted as provided for in such PSA. 3.6. Bylaws. The Commission shall establish bylaws and rules of procedure not inconsistent with this Agreement. , 3.7. Principal Office. The principal office of the Agency shall be the principal office of the Association. 3.8. Agreement with Association. The Agency shall contract with the Association for the provision of all staff and administrative services required by the Agency and such contract shall be on terms mutually acceptable to the Commission and the Association. 3.9. Powers of the Commission. The Commission shall have the following powers and functions: (a) The Commission shah elect from its voting members a President, a Vice President and three other members of the Executive Committee as provided for in Section 4.1 and in the Bylaws. Co) The Commission may review all acts of the Executive Committee, and shall have the power to modify and/or reverse any decision or action of the Executive Committee upon a majority vote of the Commissioners present and voting at any duly constituted Commission meeting. 7 11/29/95 (c) The Commission shall review, modify if necessary, and approve the annual operating budget of the Agency, prepared by the Executive Committee pursuant to Section 4.4. (d) The Commission shall receive and review periodic accountings of all funds of the Agency. (e) The Commission shall have the power to conduct on behalf of the Agency all business of the Agency, including that assigned to the Executive Committee, which the Agency may conduct under the provisions hereof and pursuant to law. (0 The Commission, shall have the power to approve or disapprove each proposed Project Service Agreement submitted to it by the Executive Committee pursuant to Section 7.2(a). (g) The Commission shall have such other powers and functions as are provided for in this Agreement or in the Bylaws. ARTICLE 4. EXECUTIVE COMMITTEE 4.1. Membership. There shall be an Executive Committee of the Agency which shall consist of 7 members. The members of the Executive Committee shall be the President of the Commission, the Vice President of the Commission, three other members elected by the Commission from its voting members as provided for in the Bylaws, and two members appointed by the Board of Directors of the Association. 4.2. Meetings of the Executive Committee. The meetings of the Executive Committee shall be held and conducted as provided for in the Bylaws. The President of the Agency, or the Vice President in his or her absence, shall serve as the Chah'man of the 8 11/29/95 Executive Committee. The Executive Committee shall make periodic reports to the Commission advising the Commission of its decisions and activities and shall furnish to the Commissioners copies of all minutes of Executive Committee meetings. All meetings of the Executive - Committee shall be called, held, not,.'c~-~'J and conducted subject to the provisions of the Ralph M. Brown Act (Government Code §§ 54950, et seq. ). 4.3. Vacancies. Vacancies on the Executive Committee shall be filled as provided in the Bylaws. 4.4. Powers of the ExeCutive Committee. The Executive Committee shall have the following powers: (a) The Executive Committee shall cause to be prepared an operating budget for the Agency for each fiscal year, subject to review, modification and approval by the Conunission. CD) The Executive Committee shall appoint the Treasurer/Controller and Secretary of the Agency. (c) The Executive Committee shall exercise general supervisory and policy control over the Administrator. (d) The Executive Committee may establish additional committees and subcommittees as it deems necessary to best serve the interest of the Agency. (e) The Executive Committee shall have such other powers and functions as are provided for pursuant to this Agreement or by the Commission. 9 11/29/95 ARTICLE 5. OFFICERS 5.1. Qfficers. The officers of the Agency shall be a President, a Vice President, an Administrator, a Secretary, and a Treasurer/Controller. 5.2. President and Vice President. The Commission shall elect a President and Vice President of the Agency from its members for two year terms. In the event the President or the Vice President so elected ceases to be a member of the Commission, the resulting vacancy in the office of Presidem or Vice President shall be filled at the next regular meeting of the Commission held after such vacancy occurs. In the absence or inability of the President to act, the Vice President shall act as President. The President, or in his or her absence the Vice President, shall preside at and conduct all meetings of the Commission and of the Executive Committee. 5.3. Administrator. The Executive Director of the Association or his or her designee shall be ex-of~cio the Administrator of the Agency and shall have the general administrative responsibility for the activities of the Agency pursuant to the contract between the Agency and the Association provided for in Section 3.8. 5.4. Secretary. The Secretary shall be appointed by the Executive Committee and shall be responsible for all minutes, notices and records of the Commission and the Executive Committee and shall perform such other duties as may be assigned by the Executive Committee. 5.5. Treasurer/Controller. The Treasurer/Controller shall be appointed by the Executive Committee and shall be the chief financial officer of the Agency, shall have the powers, duties and responsibilities specified in the Law and shall draw checks to pay demands 10 11/29/95 against the Agency which have been approved by the Agency. The Treasurer/Controller shall file an official bond with the Secretary of the Agency in the amount f'txed by the Executive Committee. ARTICLE 6. FINANCIAL PROVISIONS, 6.1. Fiscal Year. The fiscal year of the Agency shall be the same as the fiscal year of the Association. 6.2. Depositary. The Treasurer/Controller shall be the depositary and have custody of all money of the Agency from whatever source and shall perform the duties specified in Government Code Section 6506.5. All funds of the Agency shall be strictly and separately accounted! for, and regular reports shall be rendered to the Parties, the Executive Committee and to the Commission of all receipts and disbursements at least quarterly during the fiscal year. The books and records of the Agency shall be open to inspection by any Party or Commissioner at all reasonable times. The Treasurer/Controller shall either make or contract with a certified public accountant or public accountant to make an annual audit of the accounts and records of the Agency, which shall be conducted, at a minknum, in accordance with the requirements of the State Controller under Section 26909 of the California Government Code, and shall conform to generally accepted auditing standards. 6.3. Property Bonds. The Executive Committee shall from time to time designate the officers and persons, in addition to the Treasurer/Controller, who shall have charge of, handle, or have access to any property of the Agency. Each such officer and person, including the Treasurer/Controller, shall file a bond in an amount designated by the Executive Committee. 11 11/29/95 When fixing the mount of such bends, the Executive Committee shall be deemed to be acting for and on behalf of the Parties who appointed them in compliance with Government Code Section 6505.1. 6.4. BudRCt. As soon as practicable after the effective date of this Agreement, and thereafter at least 30 days prior to the commencement of each fiscal year the Administrator shall present a proposed budget to the Executive Committee for the forthcoming fiscal year, and prior to the commencement of the fiscal year, the Executive Committee shall present a budget to the Commission for the Commission's adoption. 6.5. Contributions to Working Capital Account. The Working Capital Account shall initially be a minimum of $100,000 which is to be used for the purpose of funding general overhead and administrative expenses for the ongoing operations of the Agency and for initial reconnaissance level studies of any Utility Service the Commission may determine to undertake. Parties who join the Agency within one hundred twenty (120) days of the effective date of this Agreement shall contribute $2,500 to the Working Capital Account upon signing this Agreement. Parties who join the Agency thereafter shall contribute to the Working Capital Account an amount to be determined by the Commission. The Commission may assess additional contributions to the Working Capital Account which shall be assessed equally among the Parties; provided, however, that any Party that does not desire to contribute any such assessment to the Working Capital Account may withdraw as a member of this Agency. Any Party that does not pay any such assessment within sixty (60) days after receipt of a statement from the Agency shall be deemed to have withdrawn as a Party and ceased to be a Party to this Agreement. 12 11/29/95 '6.6 Other Contributions. Contributions or advances of other funds and of personnel, equipment or property may be made to the Agency by any Party for any purposes of this Agreement, with the consent of the Executive Committee. Ally such advances may be made subject to repayment, and in such case shall be repaid in the manner agreed upon by the Party making the advance and the Agency. 6.7 Return of Contributions and Revenue. In accordance with Government Code Section 6512.1, repayment or return to the Parties of all or any part of any contributions made by the Parties and any reven~aes received by the Agency may be directed by the Commission at such time and upon such terms as the Commission may decide. The Cornmission shall hold title to all funds, and property acquired by it during the term of this Agreement. ARTICLE 7. UTILITY SERVICES. 7.1. Reconnaissance Studies. The Executive Committee may institute studies of any Utility Service which may be of interest to the Parties. During the preparation of the budget, the Executive Cornmince shall identify any Utility Service warranting an investigation during the current and succeeding fiscal years. Funds for any reconnaissance level study may be budgeted by the Commission and authorized for expenditure from the Working Capital Account of the Agency, or by contributions or advances which one or more Parties may make to the Agency. 7.2. Project Service Agreements. (a) Upon a determination by the Executive Committee that a Utility Service warrants pursuit for further study and development beyond the initial phase of a 13 11/29/95 reconnaissance study, the Executive Committee shall cause to be prepared and submitted to the Commission a proposed Project Service Agreement. If the Commission approves the proposed Project Service Agreement (PSA), it shall be submitted to the Parties. Each Party whose - contribution to the Working Capital Account is current and who has the power to acquire or provide the Utility Service specified in the proposed PSA shall be enti~ed to participate in that Utility Service and to execute the proposed PSA. No Party shall be obligated to participate in any Utility Service or in any PSA, nor shall any Party be obligated to withdraw from this Agreement for failure to participate in any such Utility Service or in any PSA. The contribution requirements, benefit shares and voting rights of the Parties electing to participate in a PSA shall be determined by the Parties to the PSA and set forth in the PSA. In order to participate in a Utility Service a Party shall approve the PSA pertaining to that Utility Service by a resolution duly authorized and adopted by its BOard of Directors. Any amendments to PSAs must be approved by the Executive Committee in order to be effective. {b) The Parties to a PSA shall indemnify, defend and hold harmless the Association and the Parties that do not participate in such agreement from liability of any kind resulting from or in any way related to the financing, contribution or acquisition of any Utility Service provided by such agreement. A PSA shall provide for such rates, charges, fees and payments as shall be agreed upon by the Parties thereto, and they shall be at least sufficient to pay and discharge all obligations of the Agency that are or will be increased in connection with any Utility Service provided by such agreement. 14 11/29/95 ARTICLE 8. RELATIONSHIP OF THE AGENCY AND ITS MEMBER ENTITIES. 8.1. Separate Emit),. The Agency shall be a public entity separate from the Parties to this Agreement. Unless, and to the extent, otherwise agreed herein, the debts, liabilities and obligations of the Agency shall not be the debts, liabilities or obligations of the Parties. All property, equipment, supplies, funds and records of the Agency shall be owned by the Agency, except as otherwise provided in this Agreement. 8.2. Additional Parties. Additional Parties who are members of the Association may join in this Agreement after its effective date and become members of the Agency if accepted and approved by a majority of the Executive Committee members, The Executive Committee may prescribe terms and conditions for the joinder of such Parties. Such Parties shall evidence their joining of the Agency by signing this Agreement and contributing to the Working Capital Account the amount set by the Commission. 8.3. Te,i. ination of a Party's Participation in the Agency by the Party. Any Party may withdraw from this Agreement by giving six months written notice of its election to do so, which notice shall be given to the Executive Committee and to each of the Commissioners; provided, that such withdrawal does not in any way impair any contracts, resolutions, indentures or other obligations of the Agency then in effect. No refund or repayment of any portion of the Working Capital Account or any other funds contributed by the Party, unless otherwise provided for in a PSA, shall be made to the Party ceasing to be a Party to this Agreement. 15 11/29/95 8.4. Termination of a Pany'$ Participation by the Commission. The Commission may tcrminatc any Party's participation in the Agency, provided that such Party is not then a participant in any Project Service Agreement, by a two-thirds vote of the Commissioners present and voting at any duly constituted Commission meeting. 8.5. Disposition of Property Upon Termination. Upon termination of this Agreement, any surplus money on hand shall be returned to the Parties in proportion to their contributions made. The Executive Committee shall first offer any property, works, rights and interests of the Agency for sale to the,Parties. If no such sale to the Parties is consummated, the Executive Committee shall offer the property, works, rights and interests of the Agency for sale to any governmental agency, private party or persons for good and adequate consideration. The net proceeds from any sale shall be distributed among the Parties in proportion to their contributions made. If no such sale is consummated, then all property, works, rights and interest of the Agency shall be given to the Association. ARTICLE 9. MISCELLANEOUS PROVISIONS. 9.1. Breach. If default shall be made by any Party in any covenant contained in this Agreement, such default shall not excuse any of the other Parties from fulfilling their obligations under this Agreement, and the Parties shall continue to be liable for the payment of all contributions and the performance of all obligations contained in this Agreement and in any PSA executed by such parties. The Parties hereby declare that this Agreement is entered into for the benefit of the Parties and the Agency, and the Parties hereby grant to the Agency the fight to enforce by whatever lawful means the Agency deems appropriate all the obligations of each Party hereunder. Each and all of the remedies given to the Agency by this Agreement, by 16 11/29/95 the Law, by any PSA, or by any law now or hereafter enacted are cumulative, and the exercise of any right or remedy shall not impair the right of the Agency to any or all other remedies. 9.2. Severability. Should any part, te,,,. or provision of this Agreement be decided by a court of competent jurisdiction to he illegal or in conflict with any Federal law or any law of the State of California, or otherwise be rendered unenforceable or ineffectual, the validity of the remaining parts, te:ms or provisions hereof shall not be affected thereby. 9.3. Successors and Assi~n~rnent. This Agreement shall be binding upon and shall inure to the benefit of the successors of each of the Parties. The Agreement may not be assigned without the advance written consent of all of the Parties. A PSA shall set forth the conditions under which a Party may assign any right or obligation thereunder. 9.4. Amendment of this A~reement. This Agreement may be mended by a two-thirds vote of the Commissioners voting thereon at a duly constituted meeting of the Commissioners; provided, that no such amendment shall cause the Agency to violate any condition or restriction or any contract of the Agency or frustrate the operation of any PSA. 9.5. Notices. Any notice authorized or required to be given pursuant to this Agreement shall be in writing and shall be deemed to have been given when mailed, postage prepaid, or delivered during working hours to the addresses of the Party as such addresses are communicated to the Agency from time to time. 9.6. Withdrawal by Operation of Law. Should the participation of any Parr/to this Agreement he decided by the courts to he illegal or in excess of that Party's authority or in conflict with any law; the validity of the Agreement as to the remaining Parties shall not be affected thereby, and each Party hereby agrees that it would have entered into this Agreement 17 11/29/95 upon the same terms as pwvided herein if that withdrawing party had not been a participant in this Agreement. 9.7. Multiple Originals. This Agreement may be executed in counterparts, each of which shall be deemed an original. 9.8. Limitations on Liability. The Agency shall be authorized to defend, indemnify and hold harmless any Commissioner, alternate Commissioner, Executive Committee member or officer or employee for actions taken or not taken within the s~ope of the authority given or granted by the Agency and m,y purchase insurance as the Executive Committee may deem appropriate, if any. The Agency shall defend, indemnify and hold haHnless the Association, each Party, and their respective officers, agents and employees from and against any claim or suit arising out of any act or omission of the Agency, its Commission, the Executive Committee or its officers, agents and employees in connection with this Agreement, a Utility Service or a Project Service Agreement. The Parties, as between themselves, in contemplation of Section 895.2 of the Government Code, and pursuant to the authority contained in Sections 895.4 and 895.6 of that Code, each assume the full liability imposed upon the Party, or any of its officers, agents or employees by law for injury caused by any negligent or wrongful act or omission occurring during the performance of this Agreement to the same extent that such liability would be imposed in the absence of Section 895.2 of that Code. To achieve such purpose, each Party shall indemnify and hold harmless the other Parties for any loss, costs or expenses that may be imposed on such other Parties solely by virtue of Section 895.2. The provisions of Section 2778 of the Civil Code are made a part of this Agreement as though fully set forth in this Agreement. 18 11/29/95 IN WITNESS WHEREOF, the Parties executed this Agreemere on the dates shown below. OFFICIAL NAME OF PARTY Date: September 4, 1996 By: mond Cruz : T, tle ATTEST: Secretary of the Party William W. Rucker // 209762.7 19 11/29/95