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HomeMy WebLinkAboutOCSD 98-21 (REPEALED).~- RESOLUTION NO. OCSD 98-21 PURCHASING AND CONTRACTS AWARD RESOLUTION A RESOLUTION OF THE BOARD OF DIRECTORS OF ORANGE COUNTY SANITATION DISTRICT ADOPTING A PURCHASING SYSTEM AND POLICIES AND PROCEDURES GOVERNING PURCHASES OF SUPPLIES, SERVICES AND EQUIPMENT I I WHEREAS, California Government Code Section 54202 requires that every local agency shall adopt policies and procedures, including bidding regulations, governing purchases of supplies, services and equipment and that purchases qf supplies, services and equipment by the local agency shall be in accordance with said duly adopted policies; and ! I I WHEREAS, California Government Code Section 54204 requires ,that if the local agency is other than a city, county or city and county, policies providedt for in Section 54202 of said Code shall be adopted by means of a written rule or regJlation, copies of which shall be available for public distribution; and 1 I WHEREAS, in order to establish efficient procedures for the purc~ase of supplies, services and equipment and the letting of public works contracts at th~ best possible cost commensurate with quality and delivery needs, together with other relevant factors, to exercise positive financial control over purchases, to clearly! define authority for the purchasing function and to establish bidding procedures, a purChasing system for the District, beyond what is required by said Sections of the Government Code, is desirable and in the best public interest. : District, 2093-200 34250_1 I NOW, THEREFORE, the Board of Directors of Orange County S~nitation ! DOES HEREBY RESOLVE, DETERMINE AND ORDER: I REPEALED BY OCSD 99-23 ARTICLE I GENERAL INDEX Section 1 : System Adoption. Section 2: Purchasing Division: Director Finance Authority. Section 3: Requisitions. Section 4: Cooperative Procurement. I Section 1 : System Adoption. In order to establish efficient procedures: for the purchase of supplies, services and equipment, and the letting of public works C0ntracts at the best possible cost commensurate with quality and delivery needs and oth'er relevant factors, to exercise positive financial control over purchases, to clearly !define authority for the purchasing function, to establish bidding procedures and in pu~suance of Section 54202 of the Government Code of the State of California, a purchasing system is hereby adopted. j I I The procedures and authority set forth in this Resolution are intended toioperate in concert with and supplemental to the delegation of authority granted by the ! governing Board of Directors in the adoption of Resolution No. OCSD 98-12. F'ull compliance with the provisions of both Resolutions is required. ' Section 2: Purchasing Division: Director of Finance Authority. There i1s hereby vested in the Purchasing Division (hereinafter referred to as "Purchasing"), under the general supervision and direction of the Director of Finance, the auth'ority for the purchase of supplies, services and equipment, letting of public works contr~cts and establishment of rules, procedures and administrative policies relative thereto. , The I Director of Finance may delegate or assign any or all of the following duties to the Contracts Administrator/Purchasing ·Manager: . I ' ' I A. To purchase or contract for supplies, services and equipm~nt required by any Department or Division, in accordance with purchasing procedures prescribed by this Resolution; such administrative regulations as Purchasing s~all adopt for the internal management and operation of Purchasing; and such other rules and regulations as shall be adopted by the Board of Directors. : 2093-200 34250_1 2 I I I I B. To negotiate and recommend execution of contracts for the; purchase of supplies, services and equipment; for construction of public works projects; and for the disposition of surplus property and by-products of the sewage treatment process. 1 I I C. To review, approve or submit to General Counsel all contrabts, purchase orders and other related documents, the original executed copi~s of which shall be delivered to the Board Secretary for custodianship. : I D. To prepare for the District, the needed standards and 1 specifications of quality in supplies, services, equipment and construction at the; best cost and under the most favorable conditions, with due consideration to delivery and other relevant factors. i I I E. To discourage uniform bidding and endeavor to obtain as full and open competition as possible on all purchases and sales. ; I I F. To prepare rules, regulations, procedures and administrative policies, and revisions thereto, governing the purchase of supplies, services and equipment; for the letting of public works construction contracts in accordance with the provisions of state law; and disposition of surplus property and by-products. I . I G. To prepare rules, regulations, procedures and administrative policies, and revisions thereto, governing the warehousing of inventories. I I H. To keep informed of current developments in the field of 1 purchasing, including but not limited to prices, market conditions and new products. I I I. To prescribe and maintain such forms as reasonably necessary to the implementation of this Resolution and other rules and regulations of the Di~trict. purchases. I I J. To develop specifications to establish minimum standards ~or all I i I K. To supervise the inspection of all supplies, services and etjuipment purchases to insure conformance with specifications. L. To provide for transfer of surplus or unused supplies and equipment between Departments as needed. property. 2093-200 34250_1 M. To have custodianship and control of all inventories and s4rplus I I .3 • ! N. To maintain a bidders' list, vendors' catalog file, and record$ needed for efficient operation of the Purchasing Division. I I 0. To review, approve and maintain active insurance documents for all District procurements. : I I P. To undertake such other and future duties as, in the Directqr's discretion, are incidental and necessary to the conduct of the Division. : ! Q. In the event of the sale, transfer or reorganization of a sup~lier's business, or a change in the supplier's name for doing business, the Contracts ; Administrator/Purchasing Manager is authorized to revise all records to reflect said event, so long as all other terms and conditions of the original agreement remair the same. In such event of an assignment of the purchase order or contract by the ; --: supplier, the District shall not be bound until it has given its consent in writing, which consent shall not be unreasonably withheld. An amendment to the original agreement shall be prepared authorizing and consenting to the assignment and shall be e~ecuted by the General Manager, or his designee, on the District's behalf. i I I Section 3: Requisitions. All employees of the District who need or requi~e supplies, services or equipment to carry out the defined duties of their positions~ shall submit requisitions for purchases or warehouse requisitions to Purchasing on standard requisition forms and in accordance with the adopted rules, regulations, procedures and policies of the Purchasing Division. Section 4: Cooperative Procurement. A. The District, through Purchasing, may participate in or sponsor, conduct and/or administer a Cooperative Procurement Agreement for the acqui$ition of procured items or services with any other public agency purchasing unit, in acc6rdance with an agreement between the District and the other public agency. 1 I I B. The District, through Purchasing, may sell to, acquire from,' or use any property belonging to another public agency, including the cooperative use! of supplies or services. i II II 2093-200 34250_1 4 • ARTICLE II PURCHASES: SUPPLIES. SERVICES AND EQUIPMENT INDEX Section 5: Purchases: __ Bidding Requirements. Section 6: Purchases: Emergency. Section 7: Purchases: Standardized Prices and Specialized Se(vices. Section 8: Purchase Orders. I Section 9: Purchases: Encumbrances of Funds. I I Section 10: Bidding Procedure: Purchases Greater than $50,000.00. I --I Section 11: Open Market Procedure: Purchases Less Than $50i000.00. Section 12: Blanket Purchase Orders. Section 13: Inspection and Testing. Section 14: Purchases: Negotiated Contracts. \ Section 5. Purchases: Bidding Requirements. Except as hereinafter pro.vided, purchasing of supplies, services or equipment shall be by bid procedures as se~ forth in this Article II, when the purchase is estimated to have a value greater than Twe~ty-Five Thousand ($25,000.00) Dollars; the commodities or services may be obtained from more than one vendor; or are not standardized as to price; and no emergency ~xists. I Section 6: Purchases: Emergency. Whenever an emergency arises Which is, or may be a threat to the continued required operations of the wastewater treat~ent plants and facilities owned by the Districts, or when purchases are immediately i necessary for the preservation of life or property, or to avoid a threat to the pub,ic health or safety, the Division may purchase supplies, services or equipment required for immediate use, in an amount greater than Twenty-Five Thousand ($25,000.pO) Dollars without observing the procedures set forth in this Resolution. In the event such purchases exceed budget authorization, the General Manager or his designee $hall advise the District Chair and/or Chair Pro Tern, as appropriate, of the action taken, and such action shall be ratified by the Board of Directors at its next regular meeting. 2093-200 34250_1 5 I I I • Section 7: Purchases: Standardized Prices and Specialized Services. 1rl purchases of supplies, services or:._~quipment in which the item~ to l?e. purchase~ have a demonstrated uniformity in price, or it is determined that there is a sole sour~. or the provider of services is determined to be uniquely qualified to perform specialized services, Purchasing may make such purchases without observing the bidding : procedures of Section 11 below. : ' I Section 8: Purchase Orders. Purchases of all supplies, services or equipment shall be made by purchase order and may also require a formal written contract; when determined necessary or appropriate by the Contracts. Administrator/Purchasing Manager. To ensure that all policies and procedures governing purchase order~ and contracts are followed, all contracts or purchase orders will be executed by the : Contracts Administrator/Purchasing Manager, or as delegated by the Contracts : Administrator/Purchasing Manager. Purchasing and employees requisitioning supplies I and equipment shall be responsible that orders and requisitions are in conformity with the spirit and intent of this Resolution and that no purchase has been broken info smaller units to evade any requirement of this Resolution. Purchasing shall ret*in, in its files, one copy of all purchase orders issued during two (2) years preceding, on I which copy of the purchase order, there shall be a list of bidders and prices bid ,for the materials or equipment purchased, or if no bids or quotations were taken or received, a full statement as to the reason therefor. A record of all sales or surplus property and by-products shall also be maintained by Purchasing upon or in which is maintained the record of the bids received for the property or by-products sold, or if bids were rilot taken or received, a full explanation thereof. Such records shall be maintained ~or two (2) years after the sale. : Section 9: Purchases: Encumbrances of Funds. Except in cases of emergency, no purchase order shall be issued for any supplies, services or equipment, unless there exists an unencumbered appropriation balance in the fund against which said purchase is to be charged. i Section 10: Bidding Procedure: Purchases Greater Than $50.000.00. ,Except as otherwise provided by Section 8 herein, purchases of supplies, equipment and services of estimated value greater than Fifty Thousand ($50,000.00) Dollars shall be by written contract or purchase order agreement with the lowest responsible bidder, pursuant to the procedures prescribed herein. ! I Purchases of supplies, equipment and services that have appropriate budgetary approvals shall be awarded directly by the Contracts Administrator/Purchasing ! I Manager, or as delegated by the Contracts Administrator/Purchasing Manager.1 Supplies, equipment and services that are unbudgeted or are purchases exceeding the budgeted amount, policy recommendations or ratifications, and all public w9rks contracts shall require Board of Directors' approval prior to issuance or award <!>f a 2093-200 34250_1 6 • purchase order or contract. A. Notice Inviting Bids-. The--notice-inviting bids shall include ai general description of the articles or services to be purchased or sold, shall stat~ where bid forms and specifications may be secured, and the time and place for opening bids. ' (1) Published Notice. The notice inviting bids shall set~ date for the opening of bids. The notice shall be published one (1) time at least ten I (10) days before the date for the opening of the bids. Notice shall be published in a newspaper of general circulation, printed and published within the Di~trict's jurisdiction. i I (2) Bidders List. Purchasing may also solicit sealed bidJ from all qualified, responsible prospective suppliers whose names are on the eidders List maintained by the District, or who have requested their names to be added I ~~-I I I (3) Bulletin Boards. Purchasing shall also advertise pending purchases or sales by a notice posted on a public bulletin board in the : Purchasing Division Office, and by electronic bulletin board, as deemed i appropriate by the Contracts Administrator/Purchasing Manager. : I B. Bidder's Security. When deemed necessary by Purchasing1 , bidder's security may be prescribed in the contract specifications or in the publi9 notice inviting bids. Bidders shall be entitled to the return of bid security upon the full 1 execution of an awarded contract or issuance of a purchase order, by the su~ssful bidder. A successful bidder shall forfeit his bid security upon refusal or failure tp execute the contract within the prescribed time after the notice of award of conti+act has I been delivered to bidder, unless the District is responsible for a delay in the prescribed time. The Board of Directors may, on refusal or failure of the successful bidder :to execute the contract, award it to the next lowest responsive, responsible bidder; If the Board of Directors awards the contract to the next lowest bidder, an amount of the lowest bidder's security equal to the difference between the low bid and the awarded bid, shall be forfeited to the District, and the surplus, if any, shall be returned toithe lowest bidder. ' I C. Bid Opening Procedure. Sealed bids shall be submitted to /the Contracts Administrator and Secretary of the Board of Directors, and shall be identified as bids on the envelope. Bids shall be opened in public by the Contracts Admi~istrator or his designated representative at the time and place stated in the public notices. A tabulation of all bids received shall be open for public inspection during regular! business hours for a period of not less than thirty (30) calendar days after the bid opening. 2093-200 34250_1 i 7 I D Rejection of Bids. In its discretion, the Board of Directors may reject any and all bids presented and readvertise for bids. If all bids are rejected, the Board of Directors, by majority vote, may declare that the materials or supplies may be acquired at a lower cost by negotiation in the open market and authorize the purchase in that manner. 1 I E Tie Bids. If two or more bids received are for the same total amount or unit price, (with quality and service being equal), and if the public int~rest will not be best served by a delay of readvertising for bids, the Board of Directors may accept the one it chooses or accept the lowest bid made by negotiation with the tie bidders at the time of the award. ! i F. Performance Bonds. Purchasing shall have authority to require a faithful performance bond, a labor and materials bond and/or a warranty bond, ~afore entering into a contract in an amount as it shall find reasonably necessary to protect the best interests of the District. If the Purchasing Division requires any of these bonds, the form and amount of the bond shall be described in the notice inviting bids and in the contract specifications. : I G. Exception. Notwithstanding the provisions of subsections (a) through (f) above, Purchasing may award a contract to purchase supplies, equipment orservices in an amount greater than Fifty Thousand ($50,000.00) Dollars without obtaining bids and following the procedures set forth above when the Contracts Administrator/Purchasing Manager determines that: : I I (1) By purchasing immediately, it can avoid an imminent price increase or realize a substantial price discount that is available on a sho'rt term basis only; or 1 ' I (2) It can obtain equipment or supplies immediately that might not otherwise be available at such time as purchasing procedures could :be completed; or : I I (3) Said contract for supplies, equipment or services h~s Board of Directors' approval for multiple one (1) year renewal periods. All sucfi contract renewals shall require the Contracts Administrator/Purchasing ~anager approval. 1 I I (4) The supplies, equipment or services are only available from a sole source. ' I I I All such purchases shall be ratified by the Board of Directors at its next regular meeting. 2093-200 34250_1 8 •.) Section 11: Open Market Procedure: Purchases Less than $50.000.00. I Purchases of supplies, equipment and services, of an estimated value in the amount of Fifty Thousand ($50,000.00) Dollars or less on which bidding is not required by:state law, may be made by Purchasing in the open market without observing the proeedures I prescribed by Section 10 above. The procedures to be used for these purchas~s are as follows: i I A Minimum Number of Bids. Open market purchase shall, wtienever possible, be based on at least three (3) bids and shallbe awarded to the lowest responsible bidder. I I B. Solicitation of Bids. Bids shall be solicited by written requests to prospective vendors or purchasers and/or by telephone, facsimile transmission '.and/or by public notice posted on a public bulletin board in the Purchasing Division O~ces. r C. Receipt of Bids. Bids shall be submitted to Purchasing, wh.ich shall keep a public record of all open market orders and bids for a period of two (2) years after the submission of bids or the placing of orders. : I I D. Purchases Less Than $1 .000.00. Purchasing may purchase supplies, equipment and services of a value in the amount of One Thousand : ($1,000.00) Dollars or less per purchase order, without observing the procedur~s prescribed in this Section when, in its discretion, it is determined that observing such procedures would not result in a lower overall cost to the District. · I Section 12: Blanket Purchase Orders. The Purchasing Division may is~ue annual blanket purchase orders for recurring purchases of miscellaneous supplies that: I I A Because of economic considerations are not carried in stock in the District's warehouse; B. Stock items designated as sole source; I C. Purchasing determines that it is in the best interests of the pistrict to competitively bid a requirement blanket order for inventory items; or ' I D. For miscellaneous services, where such purchase of supplies and services in the aggregate will exceed an estimated value of Fifty Thousand 1 ($50,000.00) Dollars from a single vendor during the budget year, without observing the procedures prescribed in Section 10 when, in its discretion, it is determined that such blanket purchase orders are at a cost favorable to the District and will res~lt in more efficient procurement of such items. Blanket purchase orders shall be in : 2093-200 34250_1 9 I I I i I conformity with the spirit and intent of this Resolution. The Purchasing Division 1shall, at the beginning of each budget year, file a list of·such purchase orders and the; estimated annual amount with the Director of Finance. - -I Section 13: Inspection and Testing. The supplies and equipment deliveted, and contractual services performed, shall be inspected to determine their conformance with the specifications set forth in the purchase order or contract. Purchasing shall t"lave authority to request professional services, or to require chemical and physical t~sts of samples submitted with bids and samples of deliveries which are necessary to j determine their quality and conformance with specifications. Section 14: Purchases -Negotiated Contracts. Notwithstanding other '1 provisions of this Resolution, the Board of Directors may, when it appears in th~ best interests of the District, authorize the Staff to negotiate and award a contract for: purchase of supplies, equipment or services without observing the procedures : I prescribed in Sections 10 and 11 above. : A. When such authorization has been granted for purchase of i I supplies, equipment or services of an estimated value in the amount of One Huridred Thousand ($100,000.00) Dollars or greater, the Staff shall obtain the concurrents of the District Chair and/or Chair Pro Tem, as appropriate, prior to awarding such : purchase. 1 i B. Whenever any contract for supplies, equipment or services ihas been entered into between the District and a person or entity providing such supplies, equipment or services, and Purchasing determines that it is in the best interest of the District to continue said contract with such person or entity, Purchasing may, in its I discretion, negotiate an extension of such contract without observing the procedures I prescribed in Sections 10 and 11 above, provided the amount of the extension does not I exceed Fifty Thousand ($50,000.00) Dollars. In the event the extension is in an, amount greater than Fifty Thousand ($50,000.00) Dollars, it shall be approved and awarded by the Board of Directors. [ I C. This Section shall not apply to the letting of public works : construction contracts in excess of Twenty-Five Thousand ($25,000.00) Dollars~ II II 2093-200 34250_1 I 10 " ARTICLE Ill DISPOSAL OF SURPLUS PROPERTY INDEX Section 15: Surplus Supplies and Equipment. Section 16: Sale of Real Property. i I i Section 15: Surplus Supplies and Equipment. All Departments and/or Di~isions shall submit to Purchasing, at such times and in such form as it shall prescribe, teports showing all supplies and/or equipment which are no longer used or which have ~ecome obsolete or worn out. Purchasing shall have authority, pursuant to the provisions of this Resolution, to sell, exchange for, or trade in on new supplies and equipment, or dispose as deemed appropriate, all supplies and equipment which cannot be usbd by any other Department or Division, or which have become unsuitable for District's use. I I I Section 16: Sale of Real Property. No real property of the District may be sold, or any negotiations leading to such sale may be made, without prior approval ofjthe Board of Directors. 1 ARTICLE IV PROFESSIONAL SERVICES INDEX Section 17: Professional Services Agreement. Section 17: Professional Services Agreement. All contracts for th~ retention of architectural, engineering and similar, related professional services $hall be governed by the Policy of the Board of Directors Establishing Procedures for ithe Selection of Professional Engineering, Architectural, Environmental, Land Surveying and Construction Management Services, Resolution No. OCSD 98-8, dated Jul~ 1, 1998. II 2093-200 34250_1 11 ARTICLEV PUBLIC WORKS CONSTRUCTION CONTRACTS Section 18: Public Works Contract Defined. Section 19: Public Works: Bidding Required. Section 20: Bidding Procedure: Public Works Construction Grea~er Than $25,000.00. ' ' Section 18: Public Works Contract Defined. Public works contracts are herein defined as contracts with duly licensed contractors in the State of Califo~ia for the furnishing of labor, materials, equipment and permits, as deemed necessary, for the erection, construction, alteration, repair, or improvement of wastewater collection, treatment and disposal facilities, and any other public building, structure or ~ improvement necessary to the operation of the District, in an amount greater than Twenty-Five Thousand ($25,000.00) Dollars, as per Public Contra~s C_ode Sec#ions 20783 et seq. I I I Section 19: Public Works: Bidding Required. When the expenditure required for a public works construction project exceeds Twenty-Five Thousand ($25,00p.OO) Dollars, it shall be contracted for and let to the lowest responsible bidder, in accordance with the provisions of Public Contracts Code Section 20783. I Section 20: Bidding Procedure -Public Works Construction Greater Than $25.000.00. Procedures for soliciting bids and awarding contracts for public works projects for more than Twenty-Five Thousand ($25,000.00) Dollars, shall be by: written contract with the lowest responsible bidder, pursuant to the procedures prescribed herein and in accordance with applicable provisions of Public Contracts Code Section 20783 of the State of California. ~ I A. Notice Inviting Bids. Notice inviting bids shall specifically describe the work to be performed, shall state where bid forms and specifications may be I secured, and the time and place for receiving and opening sealed bids. 2093-200 34250_1 I (1) Published Notice. Notice inviting bids shall set a ddte for the opening of bids. The first publication or posting of the notice shall be at least ten (10) calendar days before the date for the opening of the bids. Noti9e shall be published at least two (2) times, not less than five (5) days apart, in~ newspaper of general circulation, printed and published within the District. 12 .. I i ! (2) Mailed Notice. Unless the work to be done is proprietary, notice inviting bids shall be mailed to all contractors on the District's list of bidders for the category of work being bid and all trade journals that publish notices for Orange County public works projects, not less than thirty (30) calendar days before the date of opening of bids. i (3) Bidders List. Purchasing may also solicit sealed bids from I all qualified, responsible, prospective suppliers whose names are on a Bidders List that may be maintained by District. i ' I B. Bidder's Security. When deemed necessary by the Purcha~ing · Division, bidder's security may be prescribed in the contract specifications and in the public notice inviting bids. Bidders shall be entitled to return of bid security, upbn full execution by the successful bidder of an awarded contract by the District. A suecessful bidder shall forfeit its bid security upon refusal or failure to execute the contract: within the prescribed time after the notice of award of contract has been delivered to the bidder, unless the District is responsible for the delay in the prescribed time. The Board of Directors may, on refusal or failure of the successful bidder to execute. the contract, award it to the next lowest responsive, responsible bidder. If the Boar~ of Directors awards the contract to the next lowest bidder, an amount of the lowes~ bidder's security equal to the difference in an amount between the low bid and the awarded bid, shall be forfeited to the District, and the surplus, if any, shall be returned to the lowest bidder. ! I C. Bid Opening Procedure. Sealed bids shall be submitted to! the Contracts Administrator and Secretary of the Board of Directors and shall be identified as a bid, on the envelope. Bids shall be opened in public by the Contracts ; Administrator or his designee at the time and place stated in the public notice. IA tabulation of all bids received shall be open for public inspection during regula~ business hours for a period of not less than thirty (30) calendar days after the ~id opening. D. Rejection of Bids. In its discretion, the Board of Directors ,Pay reject any and all bids presented and readvertise for bids. If, after the opening 1of bids, all bids are rejected, the Board of Directors, on a Resolution adopted by a four~fifths ( 4/5) vote, may declare that the work can be performed more economically by day labor, or the materials or supplies furnished at a lower price in the open market and I may have the work done in a manner stated in the Resolution in order to take ; advantage of this lower cost. i E. Tie Bids. If two or more bids received are for the same tot~I amount or unit price (with quality and service being equal) and if the public int~rest will not be best served by a delay or readvertising for bids, the Board of Directors r'tlay 2093-200 34250_1 13 I I I I I I accept the one it chooses, or accept the lowest bid made by negotiation with the tie bidders at the time of the award. i I F. No Bids. If no bids are received, the District may have the '1ork done by force account; may readvertise for bids pursuant to the procedures her~in; or may select a contractor by negotiation. · I G. Emergencies. Whenever an emergency arises which is, or :may be, a threat to the continued operation of the wastewater facilities, support facilities I and/or administrative facilities operated by the District, a contract for the repair or replacement of the public facility may be ordered by the General Manager withdut I complying with the provisions of this Resolution or the Public Contracts Code. This I authority is hereby delegated to the General Manager, or his designee, by the Board of Directors pursuant to the authority of Public Contract Code Section 22050. In sµch event, the General Manager shall advise the District Chair and/or Vice Chair, as I appropriate, of the action taken, and such action shall be confirmed by a four-fiflhs (4/5) vote of the Board of Directors at its next regular meeting. : I H. Performance Bonds. The Purchasing Division shall require1 a faithful performance bond and a labor and materials bond. A warranty bond may be required before entering into a contract in an amount up to one hundred ( 100%) percent of the amount of the contract, as it shall find reasonably necessary to protect I the best interests of the District. The form and amount of the bond shall be described in the notice inviting bids, or in the contract specifications. I I. Cost Records. Cost records shall be kept in the manner provided in Sections 4000 to 4007, inclusive, of the California Government Code. : ARTICLE VI MISCELLANEOUS INDEX Section 21: Noncompliance. Section 22: Severability Section 23: Effective Date. I Section 21: Noncompliance. Any transaction failing to comply with this Resolution in any respect is voidable in the discretion of the Board of Directors,: and any employee willfully and knowingly violating any provision of this Resolution ~ay be 2093-200 34250_1 14 ., subject to disciplinary action. Section 22: Severability. If any section, subsection, subdivision, j sentence, clause or phrase of this Resolution is for any reason held to be j unconstitutional or otherwise invalid, such invalidity shall not affect the validity qf the entire Resolution or any of the remaining portions thereof. The Board of Directors hereby declares that it would have passed this Resolution, and each section, : subsection, subdivision, sentence, clause and phrase thereof, irrespective of th~ fact that any one or more sections, subsections, subdivisions, sentences, clauses o~ phrases be declared unconstitutional or otherwise invalid. · : ' Section 23: Effective Date. This Resolution shall take effect imm~diately upon adoption by the Board of Directors. 2093-200 34250_1 PASSED AND ADOPTED at a Special Meeting held July 1, 1998. 15