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which will finance construction of the Project as defined in this Agree- ment. Without this Amended and Restated Joint Exercise of Powers Agreement and the mutual agreements and limitations contained herein, the parties would be unwilling and unable to undertake the pro- posed expansion project. This Amended and Restated Joint Exercise of Powers Agreement is therefore essential to LAVWMA's ability to carry out its public purposes and is intended to be a contract or obligation within the meaning of Government Code Section 53511 subject to vali- dation pursuant to Code of Civil Procedure Section 860 et seq. The parties intend to and shall validate this Amended and Restated Joint Exercise of Powers Agreement pursuant to Code of Civil Procedure Section 860 et seq. Paragraph 6. Method. The Member Agencies will accomplish the purposes set forth in paragraph 5 in the manner set forth in this Agreement. Paragraph 7. Board of Directors. 7.1 Designation of Board. LAVWMA shall be administered by a Board of Directors (sometimes referred to as "Board") which shall be the govern- ing body of LAVWMA and shall be selected as set forth in this section. 7.2 Primary Directors. Each Member Agency shall appoint two (2) primary directors. Each primary director shall be a member of the governing Board of said Member Agency. Primary directors shall each have authority to vote on matters coming before the Board and shall exercise all other powers contained herein or authorized by law. 7.3 Alternate Directors. Each Member Agency may appoint alternate direc- tors. Each alternate is authorized to act in the absence of a regularly appointed primary director with the same powers as a primary director. Each alternate director shall also be a member of the governing Board of the Member Agency. 7.4 Terms of Membership. All primary and alternate directors serve until replaced by the appropriate appointing jurisdiction. 7.5 Agen Officers. The officers of LAVWMA shall consist of a chair and a vice-chair, selected from the Board membership by a majority vote of the directors present. The Board shall have the power to appoint such additional officers as it deems necessary. The chair and vice-chair shall hold office for a period of one year commencing July 1st of each and every fiscal year. LAVWMA/JPA/FINAL -2- July 21, 1997