Loading...
HomeMy WebLinkAboutSpecial Meeting Truckee Donner Public Utility District Post Office Box 309 • 11570 Donner Pass Road • Truckee, California 95734 (916) 587-3896 SPECIAL MEETING* Friday, January 7, 1983 - 2:00 P.M. Nevada Irrigation District - Board Chambers 10836 State Highway 20, Grass Valley, California I. Call to order 2_ Roll call 3 . Steering Committee Meeting respecting formation of a Nevada County joint pours authority for the production of hydro power 4. Adjournment * Meeting subject to cancellation if less than a quorum of the Board wishes to attend C E R T I F I C A T I O N I hereby certify that the foregoing agenda has been posted in the District Office, U. S. Post Office, Government Center and Nevada County Library, Truckee Branch, and mailed to the Directors and interested parties on Tuesday, January 4, 1983. Susan M_ Craig, Deputy Di rict Clerk I I U USSeU %Uupy dLL.a(.4ile(1J 1VU dULlull WdS Lc1Ke11. ADJOURNMENT The meeting was adjourned at 4:20 P.M. TRUCKEE DONNER PUBLIC UTILITY DISTRICT �L s A_ Maass, resident BILLS FOR BOARD APPROVAL - Jan. 7, 1983 (Approved for discounts) Total Electric Water General Description Allied Automotive 243.99 243.99 Misc. auto parts G.E. Supply 429.06 429.06 Grips Graybar Electric 53.58 53.58 Universal ballast Mountain Hardware 61.20 4.23 56.97 Tarp, nozzle, pipe fittings, keys Record Supply Co. 260.85 260.85 Water boxes Sierra Pacific Power Co. 361 ,919.19 361,919.19 Power for 12/82 Truckee Tahoe Lumber Co. 34.77 34.77 Sealing compound and concrete USDA - REA 1,628.00 1 ,628.00 Wedco 79.37 79.37 Interest on REA loan due 1-1-83 Bushings Wesco 866.69 866.69 Service sleeves, wedge clamps Totals $ 365,576.70 $ 364,922.31 $ 299.85 $ 354.54 r JOINT POW1`1ZS3 AGVEEMENT i,E-VADA THIS AGRy-J-1'-'-11--NT is made and entered into this clay of 1983 , pursuant to the Joint Exercise Of Pc->%qer ' Act by and between couLzTy OF NEVADA ( "County") NEVADA IRRIGATION DISTRICT ( "District") , and the CITY OF Nl--"VADA CITY ( "City") (hereinafter collectively referred to as "The Parties" or "Member Entities") . The terms "Parties " and "Me-Int)er Entities" shall include any additional Parties that join in this Agreement pursuant to Section 6 . 05 , but shall exclude any parties that withdraw from this Agreerent pursuant to any of the provisions hereof. R E C I T A L S; This Agreement is made with reference to the following facts : 1. District is an irrigation district, duly organized and existing under Division 11 of the California Water Code . County is a public agency, duly organized and existing by special act of the legislature of the State Of California,. and "City" is a Public agency created by pursuant to the laws of the State of California. 2. Each of the parties is a large consumer of electrical Power and therefore is vitally interested in securing dependable and affordable sources of such power. Each of the partfes has I Statutory Power to acquire, construct, operate and maintain plants and works for the Purpose of supplying electrical power, 1� and desires to exercise such power in common with the other parties hereto. 3. Presently, there is undeveloped water and hydroelectric power potential in Nevada and Placer Counties and watersheds . The available engineering and financial information indicate that development of water and hydroelectric facilities in those areas may be feasible. 4 . The purpose of this Agreement is to establish the Nevada Power Authority, a Joint Powers Agency consisting of the parties hereto, to investigate the feasibility of water develop- ment projects in Nevada and Placer Counties and to provide for the development by the Nevada Power Authority of engineering studies, financing plans, design, financing, acquisition, con- struction, operation and maintenance of electrical power facilities and any and all works incidental thereto, including related --. transmission facilities. It is intended that the Authority will be made an applicant before FERC and 5 RCS n connection with the applications, in the place of County, City and/or District. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES, COVENANTS AND CONDITIONS HEREINAFTER SET FORTH, IT IS AGREED BY AND AMONG THE PARTIES HERETO AS FOLLOWS : ARTICLE I DEFINITIONS Section 1.01 Definitions _ As used in this Agreement- , unless the context requires otherwise, the meaning of the terms -2- used in this Agreement shall be as follows: (a) "ADVISORY COMMITTEE" - Shall mean the advisory body created by Section 3 .02 of this Agreement, consisting of representatives from the member entities . (b) "AUTHORITY" - Shall mean the Nevada Power Authority, being the separate entity created by this Agreement . (c) "BOARD OF DIRECTORS" or "BOARD" - Shall mean the governing body of the Nevada Power Authority as estab- lished in Section 3 .01 of this Agreement. (d) "LAW" or "THE LAW" - Shall mean the Joint Exercise of Powers Act, being Articles 1 and 2 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (Sections 6500 et seq) . ' (e) "PARTICIPATION PERCENTAGE" - Shall mean the member entities ' respective shares in the financing of the � •y��+''__ Nevada Power Authority, and their respective voting power on the as-J. �� i,' '♦ P board and Advisory Committee . c z L f) "PROJECT" - Shall mean the Nevada Power Authority �h project as more particularly described in Article V of this Agreement. (g) "POWER PURCHASE CONTRACT" - Shall mean the agreement which the Nevada Power Authority may execute with a public utility, governmental agency or other entity to provide an assured source of revenue, from the sale of hydroelectric power, sufficient to fund debt service on revenue bonds, and for such other purposes as may -3- be appropriate : (h) "PROSPECTIVE. POWER PURCHASER" - Shall mean the public utility, governmental agency or other entity with whom the Nevada Power Authority may execute a written agreement or memorandum of understanding providing for the financing of pre-construction aspects of the pro- ject, coupled 'with the right of the Prospective Power Purchaser to enter into a power purchase contract if specified contingencies are fulfilled. M "REVENUE BONDS" - Shall mean revenue bonds of the Authority, including each and all series of revenue bonds, and except the context shall require otherwise, any other form of indebtedness of the Authority, authorized and issued pursuant to the Law, or the Revenue Bond Law of 1941, being Chapter 6 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California (Sections 54 300 at seq .) . ARTICLE II CREATION OF NEVADA POWER AUTHORITY Section 2 .01 Creation: There is hereby created, pursuant to the Law, a public entity to be known as the "NEVADA POWER AUTHORITY" . Section 2 .02 Tei-m: This Agreement shall be effective from the date of execution until the date of expiration of all licenses granted by the FERC or its successor, and all extensions of said licenses, unless sooner terminated by mutual agreement -4- of all of the parties. Notwithstanding the foregoing, this Agreement shall remain in effect until such time as all revenue bonds of the Authority and the interest thereon shall have been paid in full or provision for such payment shall have been made . Section 2 .03 Purpose: The purpose of this Agreement is to provide for the joint exercise, through the Nevada Power Authority, of powers common to each of the parties to develop, design, finance, acquire, construct, operate and maintain. dams, reservoirs, tunnels, conduits, hydroelectric facilities and any and all works related and incidental thereto at such locations as determined by Authority , to divert, store, distri- bute and sell water for beneficial use, and to generate, transmit, consume and sell hydroelectric power from said facilities, all as more specifically set forth in this Agreement. Section 2 .04 Powers: Authority shall have the power to develop, design, finance, acquire, construct, operate and maintain darns, reservoirs, tunnels, conduits and hydroelectric power facilities as specified in this Agreement, and all re- lated facilities necessary and incidental thereto, in order to divert, store, distribute and sell water, and to generate, transmit, consume and sell hydroelectric power from said facili- ties. The Authority is authorized, in its own name, to do all acts necessary for the exercise of said powers for said purposes, including, but not limited to, any or all of the following: to make and enter into contracts; to employ agents and employees; to acquire, construct, manage, maintain , operate and replace -5- any buildings, works or improvements; to acquire by eminent domain or otherwise, and to hold or dispose of any property; to sue and be sued in its own name; to incur debts, liabilities and obligations; and to issue revenue bonds and other forms of indebtedness to the extent, and on the terms, provided by law. The Authority shall have the power to apply for, accept, and receive all state And federal licenses , permits, grants, loans or other aids from any agency of the United States of America, or of the State of California . In accordance with Government Code Section 6509, the foregoing powers shall be subject to the restrictions upon the manner of exercising such powers, pertaining to NEVADA IRRIGATION DISTRICT, as specified in the Irrigation District Law, Division Eleven of the California Water Code, commencing at Section 20500. ARTICIE III INTERNAL ORGANIZATION Section 3 .01 Governing Body: The business of -the Nevada Power Authority .shall be conducted .by a Board of- Directors . One such director, and one alternate director, shall be selected and designated in writing from time to time by the governing body of each of the parties, from among the members of each governing body. The role of each alternate director shall be to assume the* duties ' of the director appointed by his member entity, in case of. the absence or .unavailability of such director. The directors and alternates so named shall continue to serve until their respective successors are appointed. g� �` cL Section 3 .02 Advisory Committee: There shall be an advisory body known as the Nevada Power Authority Advisory Committee which shall consist of one representative #'roil► each of the member entities, who shall be designated in writing from time to .time by the respective governing body of each such entity. The Board of Directors shall be empowered to delegate its functions to the Advisory Committee for the purpose of program development and program implementation in accordance with policies adopted by the Board of Directors . The annual budget of the Advisory Committee shall be approved by the Board of Directors. Section 3.03 Meetings: (a) The Board 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 fixed by resolution of the Board. Special meetings of the Board may be called in accordance with the provisions of Section 54956 of the Cali- fornia Government Code. All meetings of the Board shall be called, held, noticed and conducted subject to the provisions of the Ralph M. Brown Act (Sections 54950 et seq. of the California Government Code) . Compensation and reimbursable expenses of the Board members shall be set from time to time by resolution of the Board. (b) The Advisory Committee shall hold at least one -7- 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 fixed by resolution of the Advisory Committee. Special meetings of the Advisory Committee may be called in accordance with the provisions of Section 54956 of the California Government Code. All meetings of the Advisory Committee shall be called, held, noticed and conducted subject to the provisions of the Ralph M. Brown Act (Sections 54950 et seq. of the California Government Code) . Compensation and reimbursable expenses of the Advisory Committee members shall be set from time to time by resolution of the Board. (c) A quorum of the Board, or Advisory Committee, for the transaction of business shall consist of a majority of directors , or committee members, respectively, representing member entities, except that less than a quorum may adjourn from time to time. The concurring vote of a majority of all directors or advisory committee members, respectively, shall be required for any action of the Board of Directors or Advisory Committee. M The directors and committee members, respec- tively, shall select, from among their members, a chairman who shall be the presiding officer of all Board meetings, or all committee meetings , as the case may be, and a vice chairman who shall serve in the absence of the chairman. The -8- - term of office of the chairman or vice chairman shall be one year, provided however that the office shall be declared vacant if the person serving dies, resigns , or is removed by his or her member entity as its representative on the Authority, or if his or her member entity withdraws from this Agreement pur- suant to any of the provisions hereof . The directors shall also appoint a secretary, who shall be responsible for keeping the minutes of all meetings of the Board and all other official records of the Authority, and the directors may also appoint such other officers and employees as it deems necessary to carry out the purposes of this Agreement. (e) At the first meeting of the Board following the execution of this Agreement, or as soon thereafter as practical, the Board shall adopt an official seal for the Authority and adopt such bylaws it may deem necessary to regulate the affairs of the Authority, in accordance with this Agreement. The bylaws may be amended from time to time by the Board as it may deem necessary. ARTICLE IV FINANCIAL PROVISIONS Section 4 .01 Fiscal Year: The fiscal year of the Nevada Power Authority shall be established by resolution of the Board of Directors as soon as practical after the effec- tive date of this Agreement. Section 4 .02 Depositary; Auditor: The Treasurer of District shall be the Treasurer of the Authority, and shall -9- be the depositary and have custody of all money of the Authority, from whatever source, subject to the applicable provisions of any indenture or resolution providing for a trustee or other fiscal agent. The Treasurer shall perform the duties specified in Government Code Section 6505 .5 . The officer performing the functions of Auditor/Controller of District shall be Auditor/Controller of the Nevada Power Authority, and shall perform the duties specified in Government Code Sections 6505 and 6505 .5 . It is understood and agreed that circumstances may make it advisable to transfer the responsibilities of Treasurer/ Depositary and Auditor/Controller to equivalent officers of another member entity at some time, or times, in the future . Therefore, it is further agreed that, upon written request of member entities holding a majority of participation percentages, all parties to this Agreement shall meet and negotiate to deter- mine whether said responsibilities should be transferred and this Agreement amended accordingly. If the member entities are unable to reach unanimous agreement in such negotiations, then the matter shall be resolved by arbitration in accordance with Section 7.01 of this Agreement. All funds of the Authority shall be strictly, and separately, accounted for; and regular reports shall be rendered of all receipts • and disbursements, at least quarterly during the fiscal year. The books and records of the Authority shall be open to inspection by the member entities, and by bondholders -10- as and to the extent provided by resolution or indenture . The Auditor/Controller shall contract with a certified public 1 accountant to make an annual audit of the accounts and records of the Authority, which shall be conducted, at a minimum, in accordance with the requirements of the State Controller under Section 26909 of the California Government Code, and shall con- form to generally-accepted auditing standards. The governing body of District, or its successor, may establish and collect from the Authority reasonable charges for the services of the Treasurer and Auditor/Controller. Section 4 .03 Property; Bonds : The Board of Directors shall from time to time designate the officers and persons, in addition to those specified in Section 4 .02 above, who shall have charge of, handle, or have access to, any property of the Authority. Each such officer and person shall file a bond in an amount designated by the Board of Directors . Such designa- tions shall be subject to ratification by the parties , in compliance with Government Code Section 6505 .1. Section 4 .04 Budget: As soon as practical after the execution of this Agreement, and thereafter at least thirty (30) days prior to the commencement of each fiscal year, the Board of Directors shall adopt a budget for the Authority for the ensuing fiscal year. Section 4 .05 Contributions and Payments: Contributions from the treasuries of the member entities shall be made to the Authority for the purposes , and on the terms set forth in -11- i this Agreement, and -in any amendments hereto. Payments of public funds may be made to defray the costs incurred in carrying out such purposes, and advances of funds may be made for such purposes, to be repaid as provided in this Agreement, or in amendments hereto. Personnel , equipment or property of one or more of the parties to this Agreement may be used in lieu of other contributions or advances, upon approval of the Board of Directors . The initial commitment of funds to the Authority from the member entities shall be the sum of $ . Each member entity shall pay the expenses of the Authority up to their initial commitment of funds upon request from the Board of Directors , as the expenses are incurred in relation to a project or projects in which the member entity has an interest. It is the intent and understanding of the member entities that upon Authority entering into a Memorandum of Understanding for the development of a project, only the party or parties developing the project shall bear the cost, responsibly, and receive the benefits therefrom. Costs related . to a particular planning activity or to a particular project which are incurred prior to procurring of long term financing ("preliminary costs ") may be advanced by fewer than all. of the members upon agreement of Authorty and the member entities . The initial commitment of $ may be increased only by amendment of this Agreement . No party hereto shall be obligated to participate in such an increased commitment unless -12- MWOM r pits governing body has approved the amendment. Ilowever, if a .majority of the entities agree to amend this Agreement so as to Increase the parties ' financial commitment, then, in that event, any member entity which does not join in said amendment shall cease to be A party hereto, and this Agreement shall be termi- nated as to that member entity. No refund or repayment of con- tributions or advances shall be made to a member entity ceasing to be a party to this Agreement under such circumstances, except as to its percentage of any uncommitted funds previously collected, and remaining on hold with the Authority at the time of such termination. The remaining member .entities who continue to be parties to this Agreement shall have their Participation Percentages redetermined so that they bear the same ratio to one another as prevailed prior to the withdrawal of the terminat- ing party. »- It is understood and agreed that the initial commitments, contributions and advances of the parties are intended to cover only the initial feasibility and development work of potential projects, and that the Authority may enter into a contract with a prospective power purchaser, receive federal grants or loans, and/or issue and sell revenue bonds , for the purpose of more completely funding of any project. In accordance with Govern- ment Code Section 6512 .1 , repayment or return to the parties of all or any part of any contributions, payments or advances made by the parties may be directed by the Board at such time, and upon such terms as may be consistent with such power purchase -13- �v contract, federal or state grants or loans, and/or revenue bond + issue. 1 The Nevada Power Authority shall hold title to all funds, property and works acquired by it during the term of this Agree- ment. ARTICLE V NEVADA POWER AUTHORITY PROJECT Section 5 .01 Nevada Power Authority Project: The Nevada Power Authority Project is intended to consist of develop- ing, designing, financing, acquiring, replacing, constructing, operating, and maintaining dams , reservoirs, tunnels, conduits and hydroelectric` facilities, and any works related and inciden- tal thereto, in the Counties of Nevada and Placer in order to divert, store, distribute and sell water for beneficial use and to generate, transmit, consume and/or sell hydroelectric power. The Authority may undertake the construction of all or any portion of the project on its own or in conjunction and cooperation with one or more of the member entities. Construction of project facilities may be all at one time or in sequence . The project will also include all associated lands, water and water rights, buildings, transmission facili- ties, equipment and supplies necessary or incidental to the project. Section 5..02 Phased Project : It is understood and agreed that the project shall be developed in phases, each being im- plemented upon the successful completion of the preceding phase. -14- Section 5.03 Phase I: Phase I shall consist of, prelimi- nary feasibility determinations, permit applications hnd negoti- ations necessary to ascertain whether the project can be designed, financed, acquired, constructed and operated and maintained in a manner acceptable to the Authority. Phase I is intended to be financed in partby contributions and advances of funds by the member entities, as more particularly set forth in Section 4 .05, subject to reimbursement upon the sale of Project Revenue Bonds if bonds are sold and reimbursement is financially feasible . Section 5 .04 Phase II : Phase II shall consist of all actions and proceedings necessary to implement the project prior to commencement of construction, including an agreement with a Prospective Power Purchaser, environmental review, water rights hearings, FERC license hearings ,* District Securities Division hearings if necessary, bond elections , validation proceedings, -- approval of plans and specifications , obtaining such rulings as may be necessary from the Securities Exchange Commission and Internal Revenue Service, negotiation of final power purchase contract, preparation of construction contract documents and bond issue documents and receipt of construction bids and bond bids. Phase II is intended to be funded by advances of money from the Prospective Power Purchaser pursuant to a written agreement. Such advances are intended to be reimburseable from Revenue Bond / proceeds if bonds are sold and reimbursement is financially feasible. Section 5 .05 Phase III: Phase III shall consist of . Ids actual construction of the project and related activities of the Authority attributable to the construction, of the project. Phase III is intended to be funded from the proceeds of Revenue Bonds. Section- 5 .06 Phase IV: Phase IV shall consist of all post-construction activities of the project including generation, transmission, consumption and sale of hydroelectric power, and operation, maintenance, and administration of the project generally for the duration of this Agreement . Phase IV is intended to be funded from revenues received from the sale of hydroelectric power. Section 5 .07 State and Federal Grants and Loans: It is understood and acknowledged that some portions or phases of the project may ,qualify for grant or loan funding from the State of California or the Federal Government. The Board shall have »- the power, in its discretion, to contract for such funding of eligible portions or phases of the project . Funds received by the Authority from such sources may be used to pay, reimburse or otherwise finance such eligible portions or phases. Section 5 .08 Refinement of Project; Amendment to Agreement; Withdrawals of Parties : (a) It is understood and agreed that the aforemen- tioned description of the project represents the present inten- tion and agreement of the parties, but that the exact details of the project will be developed as it progresses; that a number of hydroelectric power plants and projects are contemplated for development under this Joint Powers Agreement by the Nevada Power Authority and. that not all of the member entities will ! participate in each and every project. Therefore, it is agreed that this Agreement shall be amended prior to the authorization of the issuance of .revenue bonds for each project, at such time as the details of the project, member entities participating, and project financing become sufficiently known to permit them to be described in such an amendment. No party hereto shall be obligated to participate in the final project or its financing a. unless its goveting body has approved such amendment . (b) If the member entities establish their participa- tion in any one or more projects , but are unable to agree unanimously upon the details of the project and its financing, but a majority of member entities can so agree , or in the absence of a majority, there exists a plurality of member entities agreeing upon a single proposal , then in such event each member entity shall have the option of either participating in such proposal or ceasing to be a party to this Agreement . If a sufficient number of member entities agree to participate in such proposal to enable the project and its financing to be implemented, then this Agreement shall be amended in accordance with such proposal, and the other member entities that do not then agree to participate shall cease to be parties thereto, and this Agget shall be terminated as to them. -17- t 11 ARTICLE VI t RELATXONSIIIP OF NEVADA POWER AUTHORITY AND MEMBER ENTITIES Section 6 .01 Separate Entity: In accordance with Govern- ment Code Sections 6506 and 6507, the Nevada Power Authority shall be a public entity separate from the parties to this Agreement. Unless otherwise agreed, the debts, liabilities and obligations of the Nevada Power Authority shall not be debts, liabilities or obligations of the member entities. All pro- perty, equipment, supplies, funds and records of the Authority shall be owned by the Authority, except as otherwise provided in this Agreement. Section 6 .02 Assumption of Rights and Obligations: It is agreed and acknowledged by the member entities that the District has taken preliminary steps to implement two power Projects , in anticipation of the execution of this Agreement r and the formation of the Nevada Power Authority. These steps include applications for a preliminary power permit and related water rights, agreements with consultants , and development of planning data. It is agreed that, upon its formation or as soon thereafter as reasonably practical , the Nevada Power Authority shall accept and assume, in its own name, the rights, interests and obligations so acquired on its behalf by the member entities in anticipation of this Agreement. Section 6 .03 Hydroelectric Power Rights: Hydroelectric power generated the the project shall be made available to member -1$- - entities for use by them within their respective iservice areas on terms and conditions consistent with any Power Purchase Con- tract. Such power availability may be in the form of power blocks reserved or excepted from the Power Purchase Contract, or in the form of repurchase rights granted by the power purchaser. Each member entity shall have the right to a share of such available power based upon its respective Participation Percen- tage . Member entities shall not have the right to sell or resell such power. Any power made available to a member entity, but not accepted or used by it, may be disposed of by the Nevada Power Authority on such terms and conditions as it deems fit, provided, however, that the net proceeds of any such distribution shall be credited to the account of the member entity initi- ally entitled to the power. Section 6 .04 Disposition of Power Revenues; Revenues from the Power Purchase Contract shall be applied in accordance with the terms of that Contract and the resolution authorizing issuance of Revenue Bonds . It is intended that such revenues shall be applied (1) to current debt service , and reserves attributable to the Revenue Bonds ; (2) to operation, mainte- nance and administrative expenses of the Authority, including reasonable reserves for replacement of facilities , capital improvements and contingencies; and (3) distribution of the remaining net proceeds to the .member entity or entities parti- cipating in any particular project according to their respective 17. Participation interest. -19 Section 6 .05 Additional Parties: Additionallparties may join in this Agreement and become member entities upon unanimous consent of the then-existing parties . The terms and conditions of such joinder shall be set forth in an amendment to this Agreement, signed by all of the then-existing parties, and shall be consistent with any contracts , resolutions or indentures of the Authority then in effect. Section 6 .06 Disposition of Property Upon Termination: Upon termination of this Agreement, any surplus money on hand shall be returned to the member entities who are then parties to this Agreement, in proportion to the contributions made as evidenced by the, Participation Percentages then prevailing. Unless otherwise agreed, all other property, works, rights and interests of the Authority shall be allocated to the member entities in the same manner upon such termination . Notwith- standing the foregoing, at the time of termination of this Agreement, if the member entities holding a majority of the Participation Percentages agree to sell the property, works, rights and interests of the Authority to a public utility, governmental agency, or other entity or entities for good and adequate consideration, then in that event the Authority shall have the power to consummate such 'a sale , and the net proceeds therefrom shall be distributed in the same manner as set forth above. -20- `\9 ARTICLE VII MISCELLANEOUS PROVISIONS Section 7.01 Arbitration: All controversies between the entities, arising out of an action or decision of the Board of Directors, or concerning the administration of this Agreement, shall be settled by arbitration in accordance with the provi- sions of this paragraph. Within ten (10) days after the action or decision has been taken, the aggrieved entity shall give written notice to the Board and to the other entities that it desires arbitration, stating the controversy to be arbitrated. Within ten (10) days, thereafter, the aggrieved entity and the Board shall each select one arbitrator, and within ten (10) additional days after their selection, the two arbitrators shall select a third arbitrator. The hearing shall be conducted within fifteen (15) days after the selection of the third arbi- trator and shall be restricted to matters relative to those stated in the notice requesting arbitration . The Board and the aggrieved entity shall be given an opportunity to be heard and to present evidence. Within ten (10) days after the con- clusion of the hearing, or hearings , the arbitrators shall state their findings of fact, conclusions of law and decision in writing, and shall sign the same and deliver a signed copy thereof to the Board and to the aggrieved entity. The decision shall be final and binding upon the Board and the member entities . A majority finding shall govern if the arbi- trators ` determination is not unanimous . The aggrieved entity -21- and the Board shall .each pay the expenses of their respective arbitrators. The costs and expenses of the third arbitrator, and the administrative costs of arbitration shall be shared equally between the aggrieved entity and the Board. Section .7.02 Amendment of this Agreement: This Agree- ment may be amended by an agreement approved by all parties, subject to the exception set forth in Section 4 .05 and subject to any conditions or restrictions established by resolution or indenture authorizing the issuance of Revenue Bonds . Approval, of the Board shall not be required for the amendment of this Agreement. Section 7 .03 Severability: Should any part, term or provision of this Agreement be decided by the courts to be illegal or in conflict with any laws of the State of Cali- fornia or otherwise rendered unenforceable or ineffectual, the validity of the remaining portions, terms or provisions shall not be affected thereby. Section 7 .04 Assignment, Binding on Successors: Except as otherwise provided in this Agreement, the rights and duties of the parties to this Agreement may not be assigned or delegated without the advance written consent of all 'of the other parties, and any attempt to assign or delegate such rights or duties in contravention of this Section shall be null and void. Any approved assignment or delegation shall be consis- tent with the terms of any contracts, resolutions or indentures of the Authority then in effect. This Agreement shall inure -22- to the benefit of, and be binding upon, the successors and assigns of the parties hereto. This Section does not prohibit a member entity from entering into an independent agreement with another agency regarding the financing of that member entity's contributions to the Authority, or the disposition of proceeds which that member entity receives under this Agreement, so long as such independent agreement does not affect, or purport to affect, the rights and duties of the Authority or the, parties under this Agreement. Section 7 .05 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 following addresses, or to such changed addresses as are communicated to the Authority, and the member entities in writing: NEVADA IRRIGATION DISTRICT P. O. Box 1019 Grass Valley, California 95946 COUNTY OF NEVADA CITY OF NEVADA CITY IN WITNESS I WHEREOF, the parties hereto have executed this Agreement the day and year first above written . NEVADA IRRIGATION DISTRICT COUNTY OF NEVADA By By By By CITY OF NEVADA CITY 1 DI ?0,� By -- By